Terms and Conditions

This document serves as an electronic record under the Information Technology Act, 2000, and its relevant rules. This electronic record is generated through an electronic system and does not necessitate physical or digital signatures.

By accepting these terms or by accessing, using, or availing any part of the Service, you explicitly agree to be bound by these “Terms and Conditions” and all the provisions outlined herein. If you do not agree with any of these Terms and Conditions, you must immediately discontinue accessing and/or using the Neopay Site or other portals, as well as the Services provided under these Terms and Conditions. Your acceptance of these Terms and Conditions forms a binding agreement between “You” and Neopay Payments India Private Limited, a company incorporated under the Companies Act, 2013, with its registered office at Level 8, DLF Center, Sanasad Marg , Connaught Palace,

Neopay’s Privacy Policy is available separately on the website and is an integral part of these Terms and Conditions. Therefore, by accepting these Terms and Conditions, you are confirming that you have read and unambiguously accepted our Privacy Policy.

Registration

• Before gaining access to the full dashboard for receiving services from Neopay, you may need to register on the Neopay Website. Registering on the website does not grant you the ability to use the Services unless you have accepted the relevant service agreement. The terms and conditions governing the provision of Services will be defined by an applicable agreement such as a payment aggregation service agreement or a payout service agreement.
• However, should you choose to activate the Services without initially accepting the appropriate agreement for any reason, it will be considered that you have impliedly accepted the relevant agreement’s terms through your conduct. In such a case, you will be bound by the terms of the relevant agreement concerning the Services, and Neopay will have the right to enforce those terms. The terms of service are provided in General Terms and Conditions for Neopay Services – Schedule A, along with Special Terms and Conditions specific to the services.
• The details used to create your Login ID and Password are confidential to you or your organization, and Neopay has no means of accessing this information. You are solely responsible for ensuring the confidentiality of your Login ID and Password, and you should only share them with trusted individuals within your organization.

Completion of KYC Details and Acceptance of Contract

• Your onboarding with Neopay will be carried out in accordance with our internal Merchant Onboarding and Know Your Customer Policy, as well as guidelines set by the Reserve Bank of India or other regulatory authorities.
• You will be required to provide Neopay with all necessary documents and information to complete your onboarding in accordance with our internal Merchant Onboarding and Know Your Customer Policy, as well as guidelines provided by the Reserve Bank of India or other regulatory authorities.
• Failure to provide the required documents or details as per our internal policies may lead to Neopay placing your onboarding on hold or refraining from providing access to the Neopay Platform or Services. Neopay may choose to activate certain Services on a case-by-case basis if the required documents are not provided by you. However, such accommodation will not allow you to continue using the Services until the KYC process is completed in compliance with applicable laws.
• You must ensure that the documents you provide are accurate and truthful. You may also be required to submit the originals of these documents to Neopay for verification purposes.
• Neopay may request additional documents or require you to resubmit documents in line with prescribed guidelines during the course of service.
• Neopay does not take responsibility for verifying the validity or authenticity of the documents submitted.
• Failure to provide accurate information, omit relevant details, or deceive Neopay with false information will entitle Neopay to terminate your Services immediately and without notice. Neopay may also withhold settlement amounts for a minimum of 180 days from the date of service termination or a later date, as it deems appropriate.
• Neopay will maintain the confidentiality of the documents and information provided and will not disclose this information to any third party, except for law enforcement agencies when required. Neopay may use the submitted documents and information to provide additional Services to you.
• You must also accept the agreement and other terms and conditions for Services that Neopay requires you to acknowledge for a specific Service or transaction.
• You are not permitted to use Neopay’s Services for businesses listed in Attachment A to these Terms and Conditions. You must not misrepresent your business as one that is permitted by Neopay but instead use the Services for Negative, Risky, and Restricted Categories of business, as detailed in Attachment A. If you engage in such prohibited activities, Neopay reserves the right to take legal action against you and report your involvement in Negative, Risky, and Restricted Categories of business to the relevant authorities.

Access to Dashboard

• After registering on the Neopay Website, you will gain access to the Neopay Platform and the Dashboard. The Dashboard allows you to enable and disable Services you wish to receive or no longer receive from us.
• The Dashboard can be accessed using your Login ID and Password. Those with access to the Login ID and Password will have control over the Services and transactions. It is your responsibility to ensure that only trusted individuals within your organization have access to the Login ID and Password for the Dashboard.
• We will make the Services available through the Dashboard once we have received all KYC-related documents and you have accepted the terms and conditions for the relevant services.

Contents of the Neopay Website 

• The contents of the Neopay website are the exclusive property of Neopay, and you shall not have any authority to assert any intellectual property rights, titles, or interests in the contents of the Neopay website. 
• The structure, design, and other creative elements of the dashboard are the intellectual property of Neopay, and you shall not have any authority to claim any intellectual property rights, titles, or interests in the creative aspects of the user interface of the dashboard.
• Both you and Neopay acknowledge that any trademarks, copyrights, or patents used or adopted by a Party in the conduct of its business remain the sole property of their respective owners. 
• Except as explicitly provided herein, no assignment or license of any trademark, service mark, or any other intellectual property right, whether registered or not, owned or controlled by a Party is granted to the other Party under these terms and conditions. “Intellectual Property Right” includes patents, copyrights, trade secret rights, trademark rights, design rights, software code, and other proprietary or similar rights in intellectual property, both existing and future, including the rights to secure registrations, renewals, and extensions thereof. 
• Nothing in this Agreement authorizes the Parties to use, apply, infringe, or exploit the Intellectual Property Rights of the other Parties without prior written consent, and the Parties must comply with this Agreement and any policies notified from time to time. Furthermore, the Parties agree not to infringe on the Intellectual Property Rights of any third party. Under no circumstances shall any Party attempt to register any trademark, business name, business processes, inventions, company name, or domain name that incorporates the Intellectual Property of the other Party. 
• Each Party acknowledges that upon the expiration or termination of this agreement, it shall have no rights whatsoever with regard to the Intellectual Property of the other Party. 
• During the term of this Agreement, any promotion or publicity of the Service shall consistently display the ‘Merchant’ and ‘Neopay’ service marks or the relevant Merchant and Neopay marks as agreed upon by the Parties.

API Integration with Neopay 

• You shall not integrate with Neopay for any Services or use any plugins or other software development kits unless you have completed the KYC process and entered into an appropriate agreement with us. If you choose to integrate Services without complying with this clause, Neopay reserves the right to terminate your Services immediately.
• Neopay has integrated the Neopay Platform with several financial institutions, following the documentation of the Application Programming Interface (API) provided by those financial institutions.
• You may choose to integrate with the APIs provided by Neopay in accordance with the documentation provided by Neopay for such integration. You are responsible for this integration with the Neopay Platform.
• Neopay is responsible for the maintenance, development, and management of the Neopay Platform. Neopay ensures the security of the Neopay Platform in accordance with the guidelines from financial institutions, the Reserve Bank of India, or any other regulatory authority. Business continuity and disaster recovery for the Neopay Platform are also managed in accordance with prescribed guidelines.
• You must ensure that your website or web application complies with the security guidelines issued by the Reserve Bank of India. You may not store any card data on your website or web application and should utilize tokenization services for processing transactions.
• Any data breach or security breach incidents should be reported by the Parties to each other within 24 hours of the incident. Parties should also monitor transactions for fraud and anti-money laundering activities in compliance with applicable law.
• You are required to maintain transaction logs and customer information according to the laws and regulations, and you must obtain proper consent from customers for the use of their information for the delivery of goods and services.
• Neopay may request information about transactions with customers or information collected by you about customers for internal audits or investigations related to fraud or illegal activities by law enforcement agencies or regulators.
• Neopay will provide you with an encryption key or activation key for activating the Services. You may not share these keys with anyone else or use the activation key for integration on a website or web application other than your own.

Fraudulent Transactions

• You are prohibited from engaging in any form of fraudulent transactions or using Neopay’s Services to commit criminal offenses. Any attempt to defraud customers using Neopay’s Services will be reported to the relevant law enforcement authorities, and Neopay reserves the right to terminate Services in such cases.
• If Neopay is informed by the Acquiring Bank or a Card Association that a customer has reported an unauthorized debit of their payment instrument, Neopay is entitled to suspend the settlement of the amount associated with the fraudulent transaction during the investigation. If the fraudulent transaction results in a Chargeback, it will be resolved in accordance with the provisions in the agreement.
• Neopay also has the right to close, suspend, limit, or hold your account and the funds available therein in various scenarios, including but not limited to:

1. If your KYC credentials are found to be fake or not genuine.
2. If you provide incorrect or false information about your business.
3. Violation of any provisions in these Terms and Conditions.
4. Violation of any provisions in any other agreement you have with Neopay.
5. Violation of any applicable laws.

• Neopay’s right to take such actions will continue until you provide genuine KYC documents as per the rules and regulations regarding KYC and to the satisfaction of Neopay, without prejudice to any other legal remedies available under applicable law. It is agreed that in the event you owe Neopay an amount due to excessive chargebacks, refunds, or customer complaints,
• Neopay has the right to issue an invoice for such payments, which you agree to pay within 15 days of receiving the invoice. Unpaid amounts will be subject to interest at a rate of 2% per month after the 15-day period.

Representations & Warranties Each Party represents and warrants that:

• It is duly organized and validly existing under the laws of the jurisdiction in which it is established.
• It has the necessary power and authority to execute, deliver, and perform this Agreement, and this Agreement has been duly and validly authorized, executed, and delivered.
• Its obligations under this Agreement are legal, valid, binding, and enforceable.
• The execution and delivery of this Agreement do not breach its organizational documents or any applicable laws or regulations, and do not require any governmental approval.
• The person executing this Agreement is duly authorized to do so on behalf of the respective Party and has the authority to bind the Party accordingly. You represent and declare that your business does not fall within the Negative, Risky, and Restricted Categories of business as outlined in Attachment A to these Terms and Conditions and that you will not engage in such businesses during the term of this Agreement.

Confidentiality 

• Both Parties agree not to disclose any Confidential Information of the other Party that may be accessed during the performance of Services under this Agreement. Confidential Information includes sensitive data, software code, network configuration, business plans, products, promotional and marketing plans, and processes, among other information.
• You must ensure that you or your employees do not reverse engineer, decompile, or disassemble any software shared or disclosed by Neopay.
• Both Parties agree that monetary damages may not be sufficient for unauthorized disclosure of Confidential Information and that the affected Party is entitled to injunctive or equitable relief.
• The receiving Party will immediately notify the disclosing Party upon discovering any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement.
• The receiving Party will cooperate with the disclosing Party to recover the Confidential Information and prevent further unauthorized use.
• These obligations regarding Confidential Information do not apply to information that is or becomes publicly known, in possession of the receiving Party prior to disclosure, independently developed by the receiving Party, or required by law, court order, government authority, or regulatory body.

Indemnification & Remedy 

• You agree to indemnify, protect against liability, and hold Neopay harmless from any actions, proceedings, claims, liabilities, penalties, demands, costs, awards, damages, losses, or expenses arising from any claim or proceeding brought by any person other than a Party to this Agreement due to any act, negligence, omission, misconduct, or fraud by you, your employees, contractors, agents, or customers concerning the services or goods you provide.
• If any proceedings are undertaken that may lead to liability under this Agreement, the other Party shall provide written notice and an opportunity to participate and defend in such proceedings.
• In case of a dispute related to indemnities as stated in this clause, the claimed amount shall be deposited with the arbitrator at the first arbitration hearing to secure the claims of the indemnified Party.
• The indemnity clause remains in effect even after the termination of this Agreement, provided the claims for indemnity arose before the termination date. Claims for indemnity cannot be made more than one year after the termination date.

Limitation of Liability 

• Notwithstanding any provisions in this Agreement, including the obligation to indemnify Neopay, Neopay’s aggregate liability to you from any cause shall not exceed the equivalent of the preceding one month’s aggregate Consideration earned by Neopay under this agreement from the date of the liability.
• Neopay shall not be liable for special, incidental, indirect, direct, or consequential damages, loss of profits, or business opportunities, even if you have been advised of the possibility of such damages.
• Neopay shall not be liable to your customers or any third party. The Escrow/Nodal Bank or the Acquiring Bank shall not be liable to you regarding this Terms & Conditions or any third-party claims. Neopay shall not be liable for the following: (a) matters of which it had no knowledge; (b) any Net Quantifiable Financial Benefit received by you for any loss suffered; (c) contingent liabilities that are not yet due and payable; (d) recovery of the same event from multiple sources; (e) amounts covered by insurance or third parties.
• The Parties have the right to mitigate losses or damages or indemnity claims from the other Party or third parties. Parties may terminate the Agreement without notice through written communication to mitigate their losses or damages.

Disclaimer 

• Neopay will make reasonable efforts to provide uninterrupted service, but there may be downtime and regular maintenance.
• The Merchant acknowledges that Neopay Site, Neopay Services, and the Acquiring Bank’s Services may not be uninterrupted, error-free, and may contain malicious or corrupt code, viruses, or other threats.
• Neopay and the Acquiring Bank disclaim all warranties, both express and implied. The Merchant also acknowledges that the arrangement between one or more Acquiring Banks and Neopay may terminate at any time, and the services of such Acquiring Banks may be withdrawn.
• Neopay shall not be liable for any loss or damage arising directly or indirectly, including data loss, interruption of access to the Merchant Site or Neopay Services, hacking, or unauthorized access to Neopay Services, loss of connectivity between the Merchant Site and Neopay Site, and similar events.
• Neopay is not responsible for losses incurred due to the use of counterfeit or stolen bank cards, fraudulent electronic transactions, or quality and service-related claims related to the Merchant’s services.
• In addition, Neopay and/or Acquiring Banks shall not be liable for any failure or delay in performing obligations under this facility if such failure or delay results from actions taken by the Merchant, actions taken by Neopay or the Acquiring Banks in good faith to avoid violating a law or regulation, or is caused by circumstances beyond Neopay’s control (e.g., vandalism, hacking, extreme weather, or other force majeure events).
• Neopay’s sole obligation and the Merchant’s sole remedy in the event of an interruption in Neopay Site, or loss of use and/or access to Neopay Site, or the Acquiring Banks Services is to restore the Services as soon as reasonably possible.

Force Majeure 

• Force Majeure refers to unforeseeable events beyond the control of a Party that render the performance of obligations impossible, such as acts of government, natural disasters, strikes, riots, war, rebellion, sabotage, and other events.
• A Party affected by a Force Majeure event is not liable for any delay in performance or non-performance of obligations. The affected Party shall promptly notify the other Party of the Force Majeure event.
• Data Protection 
• You must implement administrative, technical, and physical safeguards, processes, and procedures to secure customer information received in relation to a card as required by applicable law.
• These safeguards should be at least equivalent to or better than your existing data security standards and generally accepted security standards in the financial services industry.
• These safeguards should protect the security and confidentiality of customer information, safeguard against threats or hazards to the security or confidentiality of customer information, protect against unauthorized access to or use of customer information, and ensure the proper and secure disposal of such data.
• You should report any breaches, violations of information security, or breaches in security practices or control processes to Neopay within 12 hours of such an event and promptly notify relevant representatives and employees of Neopay. 

Miscellaneous 

• Neopay may assign benefits or obligations under this Agreement by providing you with 30 days’ prior notice of such assignment, which will be binding on both Parties.
• The failure to exercise or delay in exercising a right or remedy under this Agreement does not constitute a waiver of the right or remedy and does not prevent further exercise of the right or remedy.
• If any provision of this Agreement becomes invalid or unenforceable, it shall apply with deletions to make it valid.
• Any such change does not affect the validity of the remaining provisions. This Agreement is non-exclusive, and both Parties are free to enter into similar agreements with others.
• This Agreement constitutes the entire understanding between the Parties, superseding any previous agreements or promises regarding the subject matter.
• All schedules, recitals, and annexures to this Agreement are integral parts of this Agreement and have full force and effect. This Agreement cannot be amended or modified unless such changes are mutually discussed and agreed upon in writing and duly executed by both Parties.

Attachment A

List of Negative, Risky, and Restricted Categories of Business

Negative Categories: Any services or products that are bought or sold by a user to third parties occasionally through these services. Excluded are prohibited products and services listed below:

1. Adult goods and services, including pornography and sexually suggestive materials (literature, imagery, and other media), escort or prostitution services.
2. Alcohol, including alcoholic beverages such as beer, liquor, wine, or champagne.
3. Body parts, including organs or other body parts.
4. Bulk marketing tools, such as email lists, software, or other products facilitating unsolicited email messages (spam).
5. Cable descramblers and black boxes, encompassing devices intended to obtain cable and satellite signals for free.
6. Child pornography, including explicit materials involving minors.
7. Copyright unlocking devices, like Mod chips or other tools designed to circumvent copyright protection.
8. Copyrighted media, covering unauthorized copies of books, music, movies, and other licensed or protected materials.
9. Copyrighted software, involving unauthorized copies of software, video games, and other licensed or protected materials, including OEM or bundled software.
10. Counterfeit and unauthorized goods, such as replicas or imitations of designer goods, items lacking celebrity endorsements that typically require such association, fake autographs, counterfeit stamps, and potentially unauthorized products.
11. Cryptocurrency Exchanges and platforms dealing in cryptocurrency trading.
12. Drugs and drug paraphernalia, encompassing illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms.
13. Drug test circumvention aids, including drug cleansing shakes, urine test additives, and related items.
14. Endangered species, comprising plants, animals, or other organisms (including derivatives) in danger of extinction.
15. Gaming/gambling, involving lottery tickets, sports bets, memberships/enrollment in online gambling sites, and related content.
16. Government IDs or documents, such as fake IDs, passports, diplomas, and noble titles.
17. Hacking and cracking materials, encompassing manuals, how-to guides, information, or equipment enabling illegal access to software, servers, or other protected property.
18. Illegal goods, covering materials, products, or information promoting illegal goods or enabling illegal acts.
19. Miracle cures, including unsubstantiated remedies or other items marketed as quick health fixes.
20. Offensive goods, involving literature, products, or other materials that: a) Defame or slander any person or groups based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred.
21. Offensive goods, crime, including crime scene photos or items associated with criminals.
22. Prescription drugs or herbal drugs, involving drugs or other products requiring a prescription from a licensed medical practitioner.
23. Pyrotechnic devices and hazardous materials, such as fireworks and related goods; toxic, flammable, and radioactive materials and substances.
24. Regulated goods, encompassing airbags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles or logos; 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.
25. Securities, including stocks, bonds, or related financial products.
26. Tobacco and cigarettes, encompassing cigarettes, cigars, chewing tobacco, and related products.
27. Traffic devices, covering radar detectors/jammers, license plate covers, traffic signal changers, and related products.
28. Weapons, including firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
29. Wholesale currency, encompassing discounted currencies or currency exchanges.
30. Live animals or hides/skins/teeth, nails, and other parts of animals.
31. Multi-Level Marketing collection fees.
32. Ponzi schemes, pyramid and chain marketing.
33. Matrix sites or sites using a matrix scheme approach.
34. Drop-shipped merchandise.
35. Any product or service not in compliance with all applicable laws and regulations, whether federal, state, local, or international, including the laws of India.
36. The Merchant shall not sell, purchase, provide, or exchange a cardholder’s name or MasterCard/Visa account number information in any form obtained by reason of a MasterCard/Visa Card transaction to any third party other than its MasterCard/Visa acquiring member Neopay, or pursuant to a government/statutory or competent body’s request.

37. Pyrotechnic devices, combustibles, corrosives, and hazardous materials include explosives, fireworks, and related goods; toxic, flammable, and radioactive materials and substances.

Risky Categories: Merchants operating in the following segments are considered high risk either due to industry-specific laws and regulations or the volume of monthly transactions. The following High-Risk Merchant Category Code list describes many high-risk categories:

1. Financial Services
2. Pharmacy
3. Tours and Travel
4. SaaS (Software as a Service)
5. Jewelry
6. Digital Gold
7. Precious Metals
8. Utilities
9. Donations
10. NGO (Non-Governmental Organizations)
11. Insurance
12. Forex (Foreign Exchange)
13. Gift Cards
14. DMT (Domestic Money Transfer) Merchants
15. Digital Lending
16. Stock Market
17. Mutual Funds
18. NBFC (Non-Banking Financial Company)
19. Online Gaming
20. Chit Funds

Restricted Categories: These are specific categories within high-risk sectors that require further approvals from the risk team for onboarding. List of restricted categories:

1. Online Gaming
2. Digital Lending
3. Chit Funds
4. DMT Merchants

Schedule A

General Terms and Conditions for Neopay Services

The General Terms and Conditions governing Neopay Services

• “Acquiring Banks” shall refer to various banks, financial institutions, Card Associations, and payment system providers defined and licensed under the Payment and Settlement Systems Act, 2007.
• “Acquiring Bank Services” shall encompass the payment gateway system and services provided by Acquiring Banks, including routing internet-based Valid Card transactions, offering various internet facilities, including Net Banking facilities, providing Authentication and Authorization from Card Associations or other third-party clearing houses, and facilitating settlement of payment instructions initiated by customers.
• “Authentication” shall denote the process through which a Customer’s identification is verified by Acquiring Banks.
• “Agreement” shall signify a contract executed by and between Neopay and the Merchant.
• “Beneficiaries” means the individuals or businesses (i) to whom the Merchant will make payments using Neopay Services, or (ii) whose account details the Merchant intends to validate via the Verification Suite Services.
• “Business Days” shall represent any day when Acquiring Banks are open for business in India, excluding Saturdays, Sundays, and any days declared as holidays by Neopay and/or Acquiring Banks.
• “Neopay” shall refer to Neopay Payments Services Private Limited, a company incorporated in accordance with the provisions of the (Indian) Companies Act, 2013.
• “Neopay Payout Account” shall indicate an account held by Neopay with any bank for the purpose of disbursing funds maintained by the Merchant to the Beneficiaries’ Payment Instrument on behalf of the Merchant.
• “Consideration” shall represent the Transaction Discount Rate, Merchant Discount Rate, or Platform Fee as agreed upon in the Agreement by the Parties.
• “Card Association(s)” shall signify any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express, or any other card association specified by Neopay from time to time.
• “Card Association Rules” shall refer to the written rules, regulations, releases, guidelines, processes, interpretations, and other requirements imposed or adopted by any Card Association.
• “Chargeback” shall denote an approved and settled Transaction that an Issuer, upon receiving a chargeback request from a Customer, reverses to an Acquiring Bank for the Transaction value to be ultimately reversed to the Customer, subject to the Merchant being unable to provide an explanation along with documentary evidence as to why the chargeback request should be rejected in accordance with applicable laws.
• “Confidential Information” shall signify any and all written, oral, or other tangible or intangible forms of information, discoveries, ideas, concepts, know-how, research, development, designs, data, computer programs, trade secrets, and other information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) within the framework of this Agreement. Such information disclosed orally or through any other intangible means shall be deemed confidential if identified as such within thirty days of disclosure.
• “Customer” shall represent any person using Neopay Services to make payments for the services or products offered by the Merchant.
• “Customer Bank Account” shall refer to a bank account or credit/prepaid/cash card account of the Customer with the Issuer.
• “Customer Payment Amount” shall represent the total amount paid by the Customer for the Merchant Services, including charges, taxes, duties, costs, Neopay Fees, and expenses.
• “Neopay Platform” is a technology platform connecting Acquiring Banks, Merchants, and Issuer Banks to facilitate the initiation and completion of Services rendered by Neopay.
• “Credit Card” is a credit card issued by a bank that is part of the Card Network.
• “Delivery” shall indicate the delivery of goods or performance of services by the Merchant within the specified delivery date.
• “Designated Bank Account” shall refer to a bank account designated by the Merchant for settlement of funds.
• “Debit Card” is a debit card issued by a bank that is part of the Card Network.
• “Disbursement/Disburse/Disbursing” shall represent the act of Neopay sending money to a Beneficiary’s Payment Instrument at the instructions of and on behalf of the Merchant via Neopay Services.
• “Effective Date” shall denote the date on which the Merchant and Neopay agreed to make the Agreement effective.
• “eMandate” shall signify the system facilitating the issuance and confirmation of mandates by Customers through alternate channels to paper-based mandates.
• “Escrow/Nodal Account” shall indicate an account maintained by Neopay with a scheduled commercial bank to pool funds collected from Customers on behalf of the Merchant and facilitate the transfer of these funds to the Merchant in accordance with the Terms and Conditions.
• “Instructions” shall denote the act of the Merchant performed in the format specified by Neopay (as per Neopay API) to disburse money or perform actions supported by Neopay Services.
• “Issuer” shall refer to a bank, financial institution, or other legal entity with which the Customer has a Net Banking account, which has issued the Valid Card to the Customers, or which has provided loan facilities to the Customers.
• “Merchant” is an entity that is a party to the Agreement with Neopay.
• “Merchant Discount Rate” shall represent the rate at which settlement amounts are discounted and charged to the Merchant by Neopay.
• “Merchant Site” shall refer to the active website with the domain name specified in the Agreement and/or the mobile application controlled, operated, and owned by the Merchant, established for enabling Customers to avail services offered on the website or mobile application for which the Merchant uses Neopay Services.
• “Merchant Services” are the services or products provided by the Merchant through the Merchant Site to its Customers, with payment to be made through valid accounts/Cards or bank accounts using Neopay Services.
• “Net Banking” shall indicate the facility and internet account provided by the Issuer to Customers holding a bank account or digital wallet account with the Issuers.
• “Outstanding Amount” shall represent the amount payable by the Merchant to Neopay, Acquiring Banks, and/or Customers for any losses, costs, damages, penalties, Chargebacks, Refunds, overdrafts, or credit problems suffered or incurred by the Customers, Neopay, and/or Acquiring Banks. This also includes any fees and other payments owed to Neopay by the Merchant and any claims or proceedings filed against Neopay and/or Acquiring Banks by Customers or any third party.
• “Order” shall denote a Customer placing an order to purchase the products/services offered for sale by the Merchant.
• “Partner” shall refer to various banks, financial institutions, and other entities engaged with Neopay to facilitate the Merchant’s Disbursement of the Payout Amount/payments to the Beneficiaries.
• “Payment Aggregation Services” shall represent the payment collection services rendered by Neopay to Merchants by integrating the payments solution on the website or web application of a Merchant.
• “Payout Services” shall refer to the payment Disbursement services provided to the Merchant to disburse the Payout Amount from a specified bank account to others.
• “Payout Amount” shall denote the amount maintained in the Neopay Payout Account for Disbursement to the Beneficiaries, minus the TDR and any other charges/fees payable by the Merchant to Neopay under this Agreement.
• “Payment Instruments” shall indicate (i) in the case of payment aggregation services, any instrument used by the Customer to make payments, such as Debit Card, Credit Card, Net Banking, UPI, eMandate, and (ii) in the case of Payout Services, a bank account, UPI, or wallets of Beneficiaries that can receive money via Payout Services.
• “Platform Fee” shall represent a fee other than the MDR or TDR charged by Neopay for services related to transfer of amounts from Issuing Bank to Acquiring Bank, including services for onboarding clients, facilitating technology for transaction monitoring, providing a merchant dashboard, resolving complaints, and other technology and administrative services.
• “Refunds” shall denote the refunds provided for in the Terms & Conditions.
• “RBI” shall signify the Reserve Bank of India.
• “Services” shall encompass services related to the processing of payments, including Payment Aggregation Services and Payout Services, and any other ancillary and incidental services rendered to the Merchant by Neopay, with or without the use of the Neopay Platform.
• “Settlement Amount” shall represent the Customer Payment Amount minus the TDR and any other charges/fees payable by the Merchant to Neopay under this Agreement.
• “Terms & Conditions” shall include the general terms and conditions for the Services and special terms and conditions related to a specific Service provided by Neopay to the Merchant.
• “Token Amount” shall represent a transaction amount credited to the Beneficiary’s Payment Instrument through Neopay Services.
• “Transaction” shall denote (i) every payment request/order placed by the Customer on the Merchant Site for purchasing products/services from the Merchant, or (ii) any Disbursement or Verification Services request placed by the Merchant with Neopay.
• “Transaction Discount Rate” or “TDR” shall represent the total fee per transaction agreed between Neopay and the Merchant, as specified in the Agreement.
• “Third Party” refers to any entity or person not party to the Agreement.
• “Unified Payment Interface” or “UPI” is a payment system that combines multiple bank accounts into a single payment network of any participating bank, allowing seamless fund routing, merchant payments, and several banking features.
• “Valid Card” shall indicate any unexpired credit card or debit card issued by an Issuer designated to issue a Visa, MasterCard, Visa Electron, Maestro, or other specified cards. The card should not be listed in current warning or restricted card bulletins or notices and should bear the cardholder’s signature.
• “Verification Services” shall refer to the act of verifying Beneficiaries’ accounts or details using the Verification Suite.
• “Verification Suite” shall encompass verification services like ‘Bank Account Verification’, ‘PAN Verification’, ‘UPI Verification’, ‘IFSC Verification’, ‘Aadhaar Verification’, and ‘GSTIN Verification’.
• “Wallet” shall represent a pre-paid payment instrument that facilitates the purchase of goods and services using the value stored on these instruments, paid for by holders with cash, debit to a bank account, or credit card.

SCOPE OF SERVICES

Neopay shall render, and Merchant shall receive the Services for a Consideration agreed in terms of the Agreement executed between the Parties.

Neopay shall render services in accordance with the terms and conditions as set out in this General Terms & Conditions of the Payments Services, Special Terms and Conditions to Payments Aggregation Services and Special Terms and Conditions to Payout Services as the case may me.

The General Terms & Conditions to Payments Services, Special Terms, and Conditions to Payments Aggregation Services, and Special Terms and Conditions to Payout Services shall form an integral part of the Agreement between the Parties.

In case of conflict between the General Terms and Conditions to Payments Services or Special Terms and Conditions to Payment Aggregation Services, the Special Terms and Conditions to Payment Aggregation Services shall prevail over the General Terms and Conditions to Payments Services.

In case of conflict between the General Terms and Conditions to Payments Services or Special Terms and Conditions to Payout Services, the Special Terms and Conditions to Payout Services shall prevail over the General Terms and Conditions to Payments Services.

GRANT OF RIGHTS

During the Term for which Neopay renders Service to the Merchant, Neopay hereby grants to the Merchant a limited, for India, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable right and license to access and use application programming interface of Neopay access to which is made available through Neopay Platform for a rendition of Services in accordance with the Terms and Conditions set out herein.

Except as expressly permitted under these terms and conditions or any other license that may control the source code underlying the Services, Merchant must not itself, not permit any third party to: (a) reproduce, modify, translate, adapt or create derivative work based upon the Services; (b) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Services; (c) access the Services for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or include features substantially similar to the Servies; (d) take any action that imposes an unreasonabale or disproportionately heavy load on the Services or its infrastructure or that negatively affects the ability of other to access or use the Services; (d) use the Services in any way that does not comply with all applicable laws and regulations; (f) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (g) attempt to disable or circumvent any security mechanisms used by the Services; or (h) use the Services in a way that poses a risk to Neopay or the Customer of the Merchant.

Neopay may improve, modify, add or remove functions or features to or from the Services from time to time, with or without notice to the Merchant.

The Merchant will ensure that all of its employees and contractors who will be using API are aware of and comply with the terms and conditions set out in this Agreement.

Merchant will be liable and responsible for all acts and omissions of any person to whom BaaS Merchant allows access to the Neopay APIs and Dashboard.

Merchant is not permitted to use any application (including its updated and/or any new version of it) in the production environment, unless and until Neopay has reviewed and approved for moving such application to the production environment and authorized with applicable API Key.

MERCHANT ON-BOARDING

The on-boarding of Merchant with Neopay shall take place in accordance with the guidelines prescribed by the Reserve Bank of India or any other regulator for the time being.

The Merchant shall be required to submit to Neopay all the necessary documents and details as may be required by Neopay to complete the on-boarding of the Merchant in accordance with the prescribed guidelines.

Failure of Merchant to share the required documents or details shall entitle Neopay to put the on-boarding of the Merchant on hold. Neopay may also refrain from providing access to the Neopay Platform in the event, the Merchant fails to provide such documents as required by Neopay.

Merchant shall ensure that the documents so provided are true and correct. Merchant shall also provide for original of the documents so produced to Neopay to complete the exercise related to on-boarding for verification.

Neopay may choose to call for further or additional documents or require the Merchant to resubmit the document in accordance with the prescribed guidelines for verification of the details of the Merchant during the course of the rendition of Services.

Neopay shall not take any responsibility of verification of the validity or veracity or the genuineness of the documents so submitted.

Failure to provide correct details or to not to provide relevant details or to cheat Neopay to provide Services by providing false information, would entitle Neopay to terminate the Agreement with immediate effect and without any notice whatsoever. Neopay shall also be entitled to hold the settlement amount for a period of at least 180 days from the date of termination of Services or until such date that it deems fit and proper whichever date is later.

Neopay shall keep the documents and details submitted to it confidential and shall not disclose such information to any third party except to the law enforcement agencies if such law enforcement agencies call for such information. Neopay may use the documents and details so submitted for rendering additional Services to the Merchant.

The Merchant acknowledges and agrees that Neopay may use third-party tools for web crawls/ scrape the Merchant Site in order to identify high-risk keywords, collect the registered address, and verify the line of business of the Merchant disclosed to Neopay among other things.

INTEGRATION WITH NEOPAY PLATFORM

Neopay has integrated the Neopay Platform with several financial institutions. The integration of the Neopay Platform is done in accordance with the documentation of Application Programming Interface (‘API’) so provided by the financial institutions.

Merchant may choose to integrate with the APIs provided by Neopay in accordance with the documentation provided by Neopay for such integration. Merchant shall be responsible for such integration with the Neopay Platform.

Neopay shall be responsible for the maintenance, development, and management of the Neopay Platform. Neopay shall also ensure to secure the Neopay Platform secure in accordance with the prescribed guidelines from time to time by financial institutions or Reserve Bank of India or any other regulator. Neopay shall ensure to take steps related to business continuity and disaster recovery of the Neopay Platform in accordance with prescribed guidelines.

Merchant shall ensure that its website or its web application is secured in accordance with the prescribed guidelines issued by Reserve Bank of India from time to time. Merchant shall not store any card data on its website or web application. Merchant shall avail tokenization services for processing the transactions.

An incident related to breach of data or breach of security shall be informed by the Parties to each other within 24 hrs of such an incident. Parties shall take due steps to ensure that the transactions are monitored for fraud and anti-money laundering activities in accordance with applicable law.

Merchant shall ensure that it keeps logs of all the transactions and necessary details about its Customers that are availing goods or services from its platform in a manner prescribed by applicable laws, and it obtains proper consent for use of such information about the Customer for delivery of goods and rendition of services.

Neopay may call upon the Merchant to share the relevant information about the transactions with the Customer or the information gathered by the Merchant about the Customer for its internal audits, or in case such information is required to undertake any investigation about fraud or illegal activity by a law enforcement agency or the regulators.

Neopay shall provide to the Merchant encryption key or an activation key for activation of the Services. Merchant shall not share the encryption key or an activation key with any other person or use the activation key to activate integration on a website or web application or any third party or website other than the website of the Merchant.

COLLECTION AND SETTLEMENT OF FUNDS

Neopay shall collect payments from the Customers of the Merchant in the Escrow / Nodal bank account and settle such amounts in accordance with the prescribed guidelines into the Designated Bank Account of the Merchant.

Neopay shall act only as an intermediary and collect monies from the bank account of the Customer and settle it in accordance with prescribed guidelines in the Designated Bank Account. Neopay shall not in any manner be responsible for the quality of goods, quantity of goods, quality of services, or defect in goods or deficiencies of services in any manner whatsoever. Merchant shall be solely responsible to its Customer.

In the event, Merchant has chosen to avail of the Payout Services then in that event, Neopay shall transfer the funds on the instructions of the Merchant to third parties. Neopay shall not be responsible in case funds are settled incorrectly provided Neopay has followed the instructions of the Merchant correctly,

The settlement of funds shall be subject to certain deductions. Neopay shall be entitled to deduct its Consideration for the rendition of Services, taxes on such Services, Chargebacks, and Refunds from the settlement amount due to the Merchant.

CHARGEBACK

Neopay provides a Neopay Platform to various Merchants (applications/ websites/ stores/ shops) for accepting money through multiple instruments like UPI, Net Banking, Credit Card, Debit Card, Wallets, etc. In case the transaction don’t successfully go through and the funds are deducted from the Customer’s account, in such case, Neopay shall support to resolving the disputes within the prescribed turnaround time.

The Chargeback shall be processed in the following manner:

Customer to contact his/ her bank to file a dispute;

On receipt of intimation from the acquiring bank, the Company shall create a Dispute ID on behalf of the acquiring Bank and sends a communication to the Merchant.

Merchant shall log in to Application/ web-portal of the Company to see all pending disputes.

Merchant shall upload proof(s) against each new Dispute ID within the timelines given by acquiring bank.

The Company shall review the document and share them with the acquiring Bank on behalf of the Merchant.

Basis the proof(s) submitted, the acquiring Bank may choose to accept or reject the claim.

Acquiring Bank shall inform the Customer and the Company about the final result of the Dispute.

The Company shall mark the status of the dispute as ‘Won’/ ‘Lost’ as per acquiring Bank’s feedback, and shall debit the amount from the respective Merchant if the dispute is lost.

Debit against any lost dispute will be settled with Merchant’s upcoming settlement as per the settlement cycle. However, no debit would be done if the dispute is defended successfully.

REFUNDS

Refunds are reversal transactions wherein complete or partial money is moved back to Customer’s source account (account from which actual payment was made) with some exception cases as given below. A refund can only be created for a successful or settled transaction only as per the refund policy of the third-party merchants. A refund arises in the following scenarios:

Customer has changed his mind about the consumption of product pre/ post order delivery.

Refund can be initiated by the Merchant in the following scenarios:

Product/ service is out of stock

Mismatch in transaction status between the Company and Merchant wherein transaction is failed state at Merchant’s end but is successful at Company’s end

The Customer/ Merchant can initiate complete refunds to the Customer’s source account.

The process followed for Refunds is as under:

Merchant to initiate refund.

The Company validates the refund against the original order. These are basic validations like a cumulative refund on this order i.e. order value, the order is not more than a year old etc or as per the merchant refund policy;

Sync confirmation after validation of refund is provided in response to the request.

Once the refund is validated at Company’s end, the Company deducts the refund amount from the Merchant’s pending settlement amount.

The Company initiates the refund to the Bank. Apart from net banking refunds as it is instant in nature, most of the net banking refunds are file-based and hence, are sent to the Bank on the next working day.

Once the Bank accepts the refund, the Company sends the message ‘Success Refund’ to the Merchant. This depicts that a refund has been initiated.

Bank credits the customer’s source account with the refund amount.

There are some exception cases where a refund is not processed in the customer source account/mode when source account/mode is closed, wallet limit exhaust, customer requested to get a refund in a different account and when order is old and hence automatic refund couldn’t be processed in the source.

NEOPAY FEE

Merchant shall pay and Neopay shall receive Consideration for Services rendered in accordance with the terms of the Agreement. The rate at which the Merchant Discount Rate or the Transaction Discount Rate or the Platform fee shall be agreed by the Merchant and Neopay in terms of the Agreement. The TDR/ Consideration shall be deducted from the Settlement Amount or Neopay Payout Account (as applicable) for the Transactions made using Neopay Services.

The Consideration shall be exclusive of the tax applicable on such Consideration and such tax shall be charged in addition to the Consideration by Neopay.

Neopay undertakes to comply with all the compliances mandated under the GST as may be applicable on Neopay as and when the same are implemented by the relevant government authority including timely deposit of GST to the government and maintaining appropriate compliance rating.

The Consideration shall be deducted from the amount so collected on behalf of the Merchant before the amount so collected from the Customer is settled in the Designated Bank Account.

In addition to the Consideration, Neopay shall be entitled to charge a penalty, fine, or additional liability imposed by the law enforcement authorities including tax authorities or regulators upon Neopay because of the act of the Merchant.

REDRESSAL

The grievance of the Merchant shall be addressed in accordance with the internal Merchant Grievance Redressal Policy.

The grievance of a Customer of the Merchant shall be shared with the Merchant within a reasonable time. In the event, a Customer grievance is raised through a legal enforcement agency then in that case Neopay shall take steps as instructed by the legal enforcement agencies to address the complaint. In the event, Neopay had to reverse the transaction, it would adjust the said amount from the settlement amount receivable by Merchant.

REJECTION / CANCELLATION / WITHHOLDING

Rejection

Notwithstanding anything contained anywhere in this Agreement, the Merchant hereby fully confirms and agrees that Neopay reserve the right to reject payments prior to Authorisation in the following situations:

The Transaction is for any reason unlawful, unenforceable, doubtful, or erroneous.

Any Transaction made through a card outside the territory authorized for the use of the card.

Any Transaction cancelled due to a very high-risk score discovered using Neopay fraud mitigations tools.

The Transaction not having obtained a necessary Authorisation/Authentication as required to be obtained in terms of this Agreement.

The Customer’s name or account number or any other necessary details is found to be omitted or incomplete.

Neopay is of the opinion that there are suspicious circumstances surrounding the Transaction.

If the Transaction was not made in accordance with the requirements API requirements of Neopay.

Payments can be rejected by Acquiring Bank/Issuers post Authorization and prior to settlement in the following circumstances:

The second or subsequent debt amount in case Transaction is debited more than once from Customer Bank Account.

Authorisation canceled Transaction.

Withheld Transaction found to be fraudulent or invalid.

Refund Transactions

Cancellation

Pre-Authorisation Cancellation: This is a paid service offered by Neopay and shall be applicable only if this service is explicitly enabled by the Merchant. This service implies the process of unblocking the Transaction amount earlier blocked by the Acquiring Bank/Issuer from the Customer Valid card/Bank Account before that amount is settled into Neopay Escrow/Nodal Account. Following are the situations where Pre-Authorisation Cancellation may take place:

Acquiring Bank initiated the Pre-Authorisation Cancellation for any reason/cause whatsoever.

Merchant initiated Pre-Authorisation Cancellation showing his inability to make Delivery of the Products.

Withholding

All Settlement Amount due to the Merchant under this Agreement may be withheld or delayed till such time as Neopay, the Acquiring Banks and/or Escrow/Nodal bank deems fit, if

The Merchant or its Customer or a third party commits any fraud or violates any applicable law or legal requirement;

Neopay and/or the Acquiring Banks have reasons to believe that a fraud has been committed against the Customers, Neopay, Acquiring Banks or any third party by the Merchant, its Customers, 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;

The Merchant has excessive pending Chargebacks or poses high Chargeback and/or refund Risk;

Continuous non-delivery or delayed Delivery of Merchant’s Services to Customers; or

For any other reasonable reasons. In the event of suspended or delayed payments mentioned above, Neopay shall promptly intimate the same to the Merchant. Also, Neopay may impose transaction limits either temporarily or permanently in order to reduce reasonable apprehension of risk or loss under varying circumstances.

FRADULENT TRANSACTIONS

In the event, that Neopay is intimated, by the Acquiring Bank or a Card Association, that a Customer has reported an unauthorized debit of the Customer’s payment instrument or the Merchant has by way of fraud against the Customer made the Customer do an unauthorized debit (“Fraudulent Transaction”), then Neopay shall be entitled to suspend the settlement of the amount associated with the Fraudulent Transaction during the pendency of inquiries, investigations, and resolution thereof by the Acquiring Bank or the Card Payment Network. If the Fraudulent Transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions relating to Chargeback as set out under these Terms and Conditions.

Further, Neopay also reserves the right to close, suspend, limit or put on hold the Merchant’s access to the account with Neopay and/ or the funds available therein, including Settlements Amount under inter alia the following scenarios:

If such Merchant`’`s KYC credentials are found to be ingenuine or fake.

If the Merchant makes incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation.

For violation of any of the provisions of the Terms and Conditions.

For violation of any of the provisions of any other agreement that the Merchant has entered into or might enter into with Neopay; and

For violation of any of the applicable laws by the Merchant.

Such right to close, suspend, limit or put on hold the Merchant`’`s access to the account with Neopay shall continue till such time that the Merchant submits genuine KYC documents or credentials to the satisfaction of the relevant authorities as per the extant rules, regulations or guidelines with regard to KYC, as well as to the satisfaction of Neopay without prejudice to any other legal remedy that Neopay is entitled to prefer as per applicable law.

It is agreed between the Parties that in the event any amount to be received from the Merchant by Neopay due to excessive chargeback or refund or any other issues relating to any complaints of the Merchant’s Customers and is over and above the amount which has been withheld by Neopay, Neopay shall have a right to raise an invoice relating to such payments to be made and the Merchant agrees to make payments of such invoice within a period of 15 (fifteen) days of receiving the invoice. Such unpaid amounts by the Merchant shall be subject to an interest, chargeable at the rate of two percent (2%) per month after the expiry of 15 days.

DEDUCTIONS

Neopay is hereby authorised and entitled to debit the Settlement Amount for any Outstanding Amount payable by Merchant to Neopay in terms of this Agreement (in short as “Deductions”). The said payments shall not be dependent upon or conditional to Merchant obtaining payment whether through Neopay/Escrow/Nodal Bank or otherwise from Customers in respect of the Merchant’s Services and/or irrespective of whether Merchant complies with the Order placed by Customer with Merchant. Merchant agrees and undertakes to execute all authorizations and writings as may be required in this regard by Neopay from time to time and shall ensure that there are always sufficient funds in the Merchant’s Account. Neopay shall also debit the amounts erroneously paid in excess to the Merchant.

DISBURSEMENT

Neopay shall enable Disbursement to the Beneficiary through api calls and such api calls will be authorised by the Merchant.

The Merchant acknowledges that for availing Neopay Services, Neopay may designate a Merchant Payout Account where the Merchant shall maintain and provide sufficient funds to liquidate payment obligations of the Merchant of Disbursing the monies to the Beneficiaries or performing the Verification Services via the Verification Suite. The Merchant shall be solely responsible for recharging and maintaining sufficient funds in the Merchant Payout Account to enable Neopay to provide Neopay Services. In the event the funds in the Merchant Payout Account for the Disbursement falls deficit, Neopay shall not be liable to process any Disbursement Instruction by the Merchant.

Merchant shall Disburse the money to the Beneficiary through the dashboard / Neopay platform made available to the Merchant after enterig all the necessary details of its Beneficiaries. The details of the Beneficiaries shall be in such format as may be provided on the dashboard / Neopay Platform. Neopay in case of payouts acts as a mere technology service provider to the Merchant.

The Merchant shall process the Disbursement and/ or perform Verification Services via the Verification Suite throught he dashboard or the Neopay Platform . As the Neopay does not interefere with the dashboard or the Neopay Platform, Neopay shall not be held liable for any error, omission, negligence, or delay in connection with the details of the Beneficiaries and Instructions provided by the Merchant.

The Merchant agrees to conform to the prescribed authentication technologies and security measures (as per Neopay’s API specifications) required for providing operating the dashboard and getting access to the Neopay Platform and undertakes to take all reasonable steps to ensure that the accuracy, completeness, authenticity, and security of the details provided is not tampered or violated.

The Neopay shall not be liable in case the Instructions provided on the Dashboard or the Cahsfree Platform are incorrect and tranasction does to go through to the desirable beneficiaries. The Merchant agrees that record of such Instructions on the dashboard or the Neopay platform and the contents thereof shall be proof of the Merchant’s Instruction and shall be binding on the Merchant and the Merchant shall not contest or dispute the same in any manner whatsoever. The Merchant shall keep Neopay indemnified against any loss or damage that Neopay may suffer due to any such Instruction/ information or by the action of another Party.

The Merchant agrees that Neopay shall have an indisputable right to file a funds reversal request with the Partners as per applicable law.

Merchant through the Neopay Platform shall generate the unique cashgram link for each beneficiary to Disburse the money (as applicable) and the Merchant shall provide all the necessary details of its Beneficiaries on the dashboard or Neopay platform.

The Merchant shall ensure that it obtains an authorization/consent from each Beneficiary for the Verification Services to be carried by Neopay in the due course of providing the Neopay Services and based on the said representation by the Merchant, Neopay has agreed to provide such services hereunder. Additionally, the Merchant shall provide Neopay a copy of the consent or any other proof evidencing each Beneficiary’s such grant of consent (in a form and manner, prescribed under Applicable Law) as and when requested by Neopay. In case the Merchant fails to provide proof of such Customer consent and consequently any penalty is levied upon Neopay by any Partners, the Merchant hereby agrees to fully indemnify Neopay for such penalty that may be imposed upon Neopay which is solely attributable to the Merchant’s failure to provide proof of Customer consent.

 

AUDIT

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

The Merchant shall maintain records of such periodical checks in such manner as may be specified by Neopay and/or Acquiring Banks. Neopay and/or Acquiring Banks shall be entitled to check and audit records and statements of the Merchant to ensure compliance with the Merchant’s obligations under this Agreement at such intervals or times as Neopay and/or Acquiring Bank may deem fit. Such periodical checks and audit shall be conducted by Neopay with prior written notice of 15 (fifteen) days.

The Merchant shall also permit the authorised representatives of Neopay and/or the Acquiring Banks to carry out physical inspections of the place(s) of business or other facilities of the Merchant to verify if the Merchant follows its obligations hereunder.

If the Merchant refuses such inspection or provides inaccurate, untrue, or incomplete information, or fails to comply with the Terms and Conditions of this Agreement, Neopay reserves the right to suspend or terminate the Neopay Services forthwith.

Merchant shall comply with the required standards as prescribed under applicable law relating to cyber security. Neopay or Acquiring Bank or the Regulator may either on its own or through third party agencies undertake inspection of the information technology infrastructure of the Merchant to the extend to ensure that the Merchants information technology infrastructure complies with the applicable law relating to cyber security.

 

OBLIGATIONS OF MERCHANT

The Merchant agrees to process returns of, and provide refunds and adjustments for, Merchant’s Services sold and/or payment collected through its Merchant Site in accordance with terms of the agreement signed with the Customer, the Acquiring Banks instructions and Card Association Rules.

The Merchant understands that all refunds must be routed through the same Acquiring Bank payment gateway through which the Transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the Transaction refunded.

The Merchant shall ensure that Neopay at all times have sufficient funds of the Merchant to process refunds initiated. Neopay shall not be liable to process any refund initiated in the event of insufficient funds.

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

The Merchant shall:

maintain a fair return, cancellation or adjustment policy in accordance with type of business;

disclose its return or cancellation policy to Customers at the time of purchase,

not give cash refunds to a Customer in connection with a card sale, unless required by law, and

not accept cash or any other item of value for preparing a card sale refund.

It is hereby agreed and acknowledged by the Parties that the Consideration charged by Neopay in respect of a Transaction that has been confirmed shall not be refunded or repaid by Neopay to the Merchant or any other person irrespective of the Customer Payment Amount being rejected, Chargeback, refunded or disputed.

The Merchant is solely responsible for all Customer service issues relating to the Transaction, Merchant’s Services sold on its Merchant Site including but not limited to Customer Payment Amount, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnels, policies or processes. In performing Customer service, the Merchant will always present itself as a separate entity from Neopay.

Under no circumstances shall Neopay be responsible for customer support to the Customer or any third party.

The Merchant agrees to notify Neopay of any Third-Party claim that the Merchant’s use of the Neopay Services conflicts with or infringes upon or violates any rights of such Third Party.

Merchant agrees and acknowledges that Neopay is not bound to provide any support services on termination of these Terms and Conditions.

Merchant undertakes to provide all the information and assistance as is required by Neopay or if the same is required to be provided to government or judicial/quasi-judicial authorities by Neopay.

Merchant undertakes not to offer any products, which are illegal or offensive or prohibited as per the list provided in Annexure A and/or are not in compliance with applicable laws, rules, and regulations prescribed by any regulatory authorities in India.

In addition, Merchant undertakes to comply with and shall ensure compliance by the Customers with all applicable guidelines, rules, regulations issued by RBI and our Acquiring Banks and/or Card Associations. Merchant agrees and understands that Neopay reserves the right to suspend Settlement Amount and/or Neopay Services until such time that Merchant does not discontinue selling such prohibited products or does not conform to all applicable laws and regulations in force from time to time. In addition, Neopay reserves the right to terminate this Agreement without further notice in the case of breach of this Clause by the Merchant.

The Merchant agrees to fully comply with all programs, guidelines, requirements that may be published and/ or mandated by the Card Association.

Notwithstanding Neopay’s assistance in understanding the Card Association Rules, the Merchant expressly acknowledge and agree that the Merchant assuming the risk of compliance with all provisions of the Card Association Rules, regardless of whether the Merchant is aware of or have access to those provisions.

MasterCard, Visa and American Express make excerpts of their respective rules available on their internet sites.

In the event of the Merchant’s non-compliance of Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded from Neopay by a Card Association, then without prejudice to Neopay’s other rights hereunder, the Merchant shall forthwith reimburse Neopay in an amount equal to the fines, penalties or other amount so levied or demanded or spent by us in any manner in relation to such fines, penalties and levies.

The Merchant undertakes and agrees to be solely responsible for obtaining permission from its sub-merchants, Customers or any clients for Neopay to effect recurring billing and for debiting their respective accounts. It is agreed between the Parties that Neopay shall not be responsible for any claims from any of the Merchant’s sub-merchants, Customers or any claims against Neopay for debiting their respective accounts in respect of the recurring billing.

The Merchant 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 Merchant’s Services, which are offered on its Merchant Site.

The Merchant shall be responsible to resolve all cardholder/customer account holder disputes and provide whatever assistance necessary to assist the Acquiring Banks, Card Associations and Neopay deal with all cardholder/customer account holder disputes at its own cost.

The Merchant authorises Neopay to share KYC details collected from the Merchant and Transaction data and Customer information (if any) with the respective Acquiring Banks and Card Associations.

The Merchant shall maintain and run the Merchant Site as a part of its business and shall ensure that the Merchant Site does not contain libelous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to Neopay, the Acquiring Banks, Card Associations and/or any other Third Party.

The Merchant shall not require the Customer to provide the Merchant with any details of the accounts held by it with Issuer. The Merchant shall not input any data on behalf of the Customers on the Merchant Site or the Acquiring Bank, failing which it will be considered as breach of trust of Neopay and/or of the Acquiring Bank.

The Merchant shall ensure to keep confidential, all information submitted by the Customers on the Merchant Site. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer.

The Merchant shall not store/save any Customer’s card details/credentials and such related data within its database or any other server accessed irrespective of the Merchant being PCI-DSS compliant or otherwise. The Merchant shall be liable to comply with existing data privacy regulations from time to time.

The Merchant shall in writing inform Neopay of all changes in its constitution, Authorized Signatory/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 the management and affairs of the Merchant. Such intimation shall be provided on the Merchant’s letterhead signed by the authorized signatory of the Merchant.

The Merchant shall not engage in activities that harm the business and/or brand of Neopay, the Acquiring Banks and/or Card Associations and shall not have any malafide intention of duping Customers or do not sell fake/counterfeit products.

The Merchant hereby agrees that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Payment Amount and Neopay Services provided under this Agreement.

The Merchant agrees to provide to Neopay or Acquiring Banks all documents such as invoice, purchase orders, Delivery challan or any other proofs as may be required to evidence the transactions carried out. Such documents shall be provided by the Merchant within 24 hours of Neopay / Acquiring Banks requesting for the same. In the event the Merchant fails to provide such documents, the Merchant agrees that Neopay shall have the right to withhold the settlements to the Merchant, pending enquiries by the Acquiring Bank and till the resolution of such issues.

The Merchant shall ensure that appropriate cancellation policy, refund policy, privacy policies, disclosures/disclaimers, terms of use pertaining to the Merchant Site, the terms of the Merchant’s Services provided by the Merchant and terms of paying the Customer Payment Amount are displayed conspicuously on the Merchant Site in accordance with the terms of this Agreement (collectively “Merchant Terms and Conditions”).

The Merchant shall prior to accepting any instructions from the Customers ensure that the Customers are duly registered on the Merchant Site and the Customers accepts all the Merchant Terms and Conditions. The Merchant undertakes and agrees to adhere with applicable laws, rules and regulation prescribed for its business activity.

The Merchant shall prominently display in its Terms and Conditions about the usage and applicability of its services according to the law of land for its Customers. Neopay reserves the right to inspect the Merchant Terms and Conditions at any times.

The Merchant unconditionally agrees and undertakes that it is compliant with and shall do/ undertake all acts necessary to continue to be compliant with the provisions of all applicable laws of its specific jurisdiction, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, issued on March 17, 2020 (PA Guidelines) read with the Clarifications to the PA Guidelines issued on March 31, 2021, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, FEMA 1999, Know Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation, RBI etc., that may be applicable to the Merchant in connection with its business and use of Neopay Services.

The Merchant agrees that Neopay reserves a right to suspend the payment and/or Neopay Services provided herein, forthwith, in event the Merchant fails to observe the Terms and Conditions herein.

The Merchant undertakes and agrees to be solely responsible for the accuracy of all information and details of the Beneficiaries. It is agreed between the Parties that Neopay shall not be responsible for any claims from any of the Beneficiaries or Merchant due to any error, delay, omission by the Merchant with respect to the Instructions and details/information of the Beneficiaries. Neopay shall not be responsible to verify any information and details of the Beneficiaries relating to the Neopay Services. Cashree shall assume that information and details of the Beneficiaries are correct and accordingly Neopay shall perform the Services, in accordance with this Agreement.

The Merchant authorises Neopay to share Customer information/data with the Partners necessary to provide the Neopay Services.

REPRESENTATION AND WARRANTIES

Each Party represents warrants and undertakes that:

It is duly organized and validly existing under the laws of the jurisdiction in which it is established.

It has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed, and delivered by it;

Its obligations hereunder constitute legal, valid, binding, and enforceable obligations; and

The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; and

The person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly.

The Merchant represents, warrants and declares that it is not engaged in any business which is outlined in the Negative, Risky and Restricted Categories of business provided under Attachment A to these Terms and Conditions and shall not during the term of the Agreement indulge in business stated in the said Negative, Risky and Restricted Categories of business.

Neopay shall remain certified Payment Card Industry Data Security Standard (“PCI DSS”) during the term of this Agreement.

Neopay shall comply with all Applicable Laws including the applicable data privacy laws and Information Technology Act, 2000 and rules, regulations and notifications issued thereunder.

To provide Neopay Services under this Agreement, Neopay has entered into agreements with Issuers, and Acquiring Banks.

Neopay shall not store Customer card credentials within its database or the server which is accessed by the Merchant except for the limited purpose of transaction tracking for which, required credentials may be stored in compliance with the applicable standards.

CONFIDENTIALITY

Each Party acknowledges and agrees that in connection with this Agreement, the receiving party shall not disclose to any third party any Confidential Information of the disclosing party that it may have access to during and in connection with its performance of Services hereunder. Confidential Information means all information or data of a confidential nature, software code, application, network configuration, documents, accounts, business plans, products, promotional and marketing plans, and processes and/or any other information in whole or in part of either Party.

Merchant shall ensure that either the Merchant or any of its employees shall not reverse engineer, decompile or disassemble any software shared/disclosed by Neopay.

Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that the disclosing party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.

Each party (the receiving party) will notify the other party (the disclosing party) immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the receiving party. The receiving party will cooperate with the other party in every reasonable way to help the disclosing party regain possession of such Confidential Information and prevent its further unauthorized use.

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

is or becomes publicly known other than through a breach of the confidentiality obligations as set out in this clause;

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

is independently developed by the receiving Party;

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

is hereafter rightfully furnished to such receiving Party by a third party without restriction by that third party on disclosure; or

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

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

INTELLECTUAL PROPERTY

Each Party acknowledges that any trademarks used or adopted by a Party in the conduct of its business is the sole property of the respective owners.

Except as expressly set out in this Agreement no assignment of or license under any trademark or service mark or any other Intellectual Property Right, whether registered or not, owned or controlled by a Party is granted to the other by this Agreement. “Intellectual Property Right” means any and all patents, copyrights, trade secret rights, trademark rights, design rights, software code and other proprietary or similar rights in intellectual property, existing now or in the future, including the rights to secure registrations, renewals and extensions thereof.

Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of the other Parties without prior written consent of the other Party, and the usage shall be in compliance with this 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.

No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, domain name using or incorporating the Intellectual Property of the other Party.

Each Party acknowledges that upon expiry or termination of this agreement, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.

It is agreed between the Parties that during the Term any promotion or publicity of the Service would always carry ‘Merchant’ and ‘Neopay’ service mark or the appropriate Merchant and Neopay marks as may be agreed between the Parties.

This Clause shall survive the termination or expiry of this Agreement.

INDEMNIFICATION AND REMEDY

Notwithstanding anything contained in these Terms and Conditions, the Merchant hereby undertakes and agrees to indemnify, protect against liability and hold harmless Neopay against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of Neopay on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to any claim or proceeding brought by any person other than a Party to the Agreement including but not limited to banks or other partners in the payments eco-system, law enforcement authorities and regulators against Neopay in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, Customers or any person other than a Party to the Agreement in relation to services rendered or goods sold by the Merchant;

Notwithstanding anything contained in these Terms and Conditions, Neopay hereby undertakes and agrees to indemnify, protect against liability and hold harmless Merchant against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of Merchant on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to any claim or proceeding brought by any person other than a Party to the Agreement against Neopay in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or any person other than a Party to the Agreement in relation to services rendered by Neopay to the Merchant;

Should any proceedings be undertaken, which may give rise to either party’s liability under this Agreement, the other party shall provide such party with a written notice within a period of 5 days and an opportunity to participate and defend in any such proceedings to represent its interest appropriately.

In the event of a dispute raised by either Party in relation to indemnities as stated in this clause, the amount a claimed as indemnities by the indemnified party shall be deposited by the indemnifying party with the arbitrator so appointed in terms of the Agreement on the first hearing of the arbitration to secure the claims of the indemnified party.

The clause relating to indemnity shall survive the termination of this Agreement. However, the claims for indemnity should arise before the date of termination of this Agreement. The Parties shall not be entitled to make any claim relating to indemnities after 1 (one) year from the date of termination.

Notwithstanding anything contained herein, Neopay has a right to withhold or set off its claims of indemnity from the outstanding settlement amount or any other amount which is with Neopay immediately upon raising the claim of indemnity.

LIMITATION OF LIABILITY

Notwithstanding anything stated under this Agreement including the obligation to indemnify the Merchant, the aggregate liability of Neopay to the Merchant from any cause whatsoever shall not, in any event, exceed the sum equivalent to the preceding one (1) month’s aggregate Consideration earned by Neopay under this agreement from the date of occurrence of such liability.

Provided that Neopay shall not be liable to the Merchant for any special, incidental, indirect or consequential, or direct 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 Neopay be liable to the Customers or any third party.

In no event shall the Escrow/Nodal Bank or the Acquiring Bank be liable to the Merchant in relation to this Terms & Conditions or in relation to any claim by a third party.

The Neopay shall not be liable for any of the following: (a) about which it did not have any actual or constructive knowledge; (b) shall not be liable for any Net Quantifiable Financial Benefit that arises to the Merchant for any loss suffered. The term Net Quantifiable Financial Benefit shall include an amount for which Merchant would otherwise have been accountable to be assessed for taxation is reduced or extinguished because of the matter giving rise to such loss. (c) contingent liability of the Merchant unless such liability becomes due and payable; (d) Merchant shall not be entitled to recover for the same event twice. (f) the amount that is recoverable by the Merchant from an insurance policy or from third parties. (g) the amount for which provision, allowance or reserve has been made.

The Parties shall have rights to mitigate the losses or damages or claims of indemnities either from the Party to the Agreement or from third parties. Parties shall be within their rights to terminate the Agreement without any notice by written communication to mitigate their losses or damages.

Merchant shall have the right to pursue the only remedy of seeking indemnity as set out in these Terms & Conditions for claiming damages or losses of any nature whatsoever.

DISCLAIMER

Neopay will make all reasonable efforts to provide uninterrupted service subject to downtime and regular maintenance. However, notwithstanding anything in this Agreement, the Merchant acknowledges that Neopay Site, Neopay 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 Neopay and the Acquiring Bank disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose.

The Merchant also acknowledges that the arrangement between one or more Acquiring Banks and Neopay may terminate at any time and services of such Acquiring Banks may be withdrawn. Neopay shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, because of loss of data; interruption or stoppage to the Customer’s access to and/or use of the Merchant Site, Neopay Services, interruption or stoppage of Neopay Site, hacking or unauthorized access to the Neopay Services, non-availability of connectivity between the Merchant Site and Neopay Site, etc.

Neopay shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic transactions; or (iv) quality and service-related claims pertaining to the Merchant services.

In addition Neopay and/or 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 Merchant`’s acts or omissions; (ii) results from actions taken by Neopay 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 Neopay 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.

Neopay`’`s sole obligation and the Merchant`’`s sole and exclusive remedy in the event of an interruption in Neopay Site, or loss of use and/or access to Neopay Site, the Acquiring Banks Services, shall be to use all reasonable endeavours to restore the Services as soon as reasonably possible.

TERM

This Agreement shall be in effect from the Effective Date. unless terminated by either Party by giving 30 days prior notice to the other Party.

TERMINATION

Each of the Parties is entitled to terminate this Agreement, at its option by giving a notice of not less than thirty (30) days in writing to the other Party.

If there is a breach of this Agreement by either Party (breaching Party), the non-breaching Party shall give written notice of fifteen (15) days to the breaching Party to cure the breach, failing which this Agreement shall be terminated forthwith. Prior to giving notice of termination of this Agreement for cause, the representatives of both the Parties shall mutually configure the resolution to the breach and/or the extension of the cure period.

Either Party shall be entitled at its option, to immediately terminate this Agreement by giving written notice on that behalf, to the other Party on the happening of any of the following events:

If any Party becomes or is declared bankrupt or goes in liquidation voluntary or compulsory, except for the purpose of amalgamation or reconstruction;

If any Party ceases to carry on its business or suspends all or substantially all of its operations;

There is any material adverse change or any change in applicable law, rules, regulations, directives or guidelines, which prevents the continuing of the arrangement under this Agreement;

If an event of any Force Majeure conditions continue for a period in excess of one month;

If a Party engages in fraud or other illegal or unethical activities.

In case a Merchant engages in a business listed in the list of the Negative, Risky and Restricted Categories of business provided under Attachment A to these Terms and Conditions.

Termination of this Agreement shall not release any Party from the obligation to make payment of all amounts then due and/or payable; upon Termination, both Parties shall settle all outstanding amount payable to the other Party and arrange to return all the documents and properties of the other Party.

Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

If there are reasonable grounds for Neopay or any of its Acquiring Bank to suspect or upon receiving an intimation in written mode of communication from the Acquiring Bank that a Transaction conducted on the Merchant platform in suspicious manner which amounts to breach of this Agreement or as a fraudulent Transaction, against the Acquiring Bank or any Customer, Neopay shall be entitled to suspend its services immediately, terminate this Agreement with immediate effect without having to give any notice of termination to the Merchant and withhold the settlements to the Merchant, pending enquiries by the Acquiring Bank and till the resolution of such issues. Neopay shall also have the right to block any future payments in this regard.

Neopay shall have the right to terminate the Agreement immediately in the event Chargeback to Gross Transaction Value Ratio goes beyond 1%.

The Merchant agrees and confirms that the Merchant shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by Neopay, and/or Customers and for all claims and proceedings arising against Neopay with respect to this Agreement. At the time of termination, Neopay may retain such Settlement Amount payable to the Merchant (including Settlement Amounts withheld) as may be determined by Neopay to cover chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by Neopay and/or Customers for a period of 180 Business Days. Subject to this Clause and any other Clause of this Agreement, all settlement to the Merchant after notice of termination shall be done post-termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts of the Merchant post-termination, the Merchant shall ensure that it pays Neopay all pending amounts within 10 (ten) days of receiving the demand notice and shall at all times keep Neopay indemnified in this respect. This Clause survives the termination of this Agreement.

FORCE MAJEURE

Force Majeure shall be any event or occurrence starting after the date of this Agreement, whatever the origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by the Party affected, and which renders the performance of the obligations impossible, including but not limited to acts of governmental policy/authority, fires, floods, earthquakes or other natural disasters, explosions, general strikes, riots, war (declared and undeclared), rebellion, sabotage, computer hacking, unauthorized access to computer data and storage devices, computer crashes.

The party affected by a Force Majeure event shall not be liable to the other party for its delay in the performance of, or non-performance, of its obligations or any part thereof under these Terms and Conditions. The party affected by a Force Majeure event shall give notice of the Force Majeure event to the other party as soon as possible.

DATA PROTECTION

The Merchant shall ensure such administrative, technical, physical safeguards and processes, procedures, and checks including to secure the information which is received from any customer in relation to a card as may be required under applicable law and which safeguards shall be equal to or better than:

safeguards currently it has in place for its own data.

generally accepted security standards in the financial services industry

The administrative, technical, and physical safeguards, process, procedure and checks as provided shall be designed to:

protect the security and confidentiality of the information of the customer in the possession of the Merchant;

ensure protection against any anticipated threats or hazards to the security or confidentiality of the Customer information;

protection against unauthorized access to or use of the information of the customer or associated records which could result in substantial harm or inconvenience to Neopay; and

ensure the proper and secure disposal of such data;

Without limiting the generality of the foregoing, the Merchant shall initiate all measures that a prudent organization, in a similar situation would take to secure and defend its systems that contain the information of the customer, against the ‘hackers’ and who seek without authorization, to modify or access its system or the information of the customer. The Merchant shall periodically test its system for potential areas where it could be breached.

The Merchant covenants that it shall take best efforts against:

any unauthorized or unlawful processing or the alteration of the information of the customer in the system of the Merchant.

any resultant loss or destruction of, or damage to, the customer information due to unauthorized processing or alteration; and

unauthorized and accidental access, processing, erasure, transfer, use, modification, or other misuses of information of the customer, and shall ensure that only authorized personnel bound by adequate confidentiality obligation shall have access to the information of the customer on strictly ‘need to know basis’’;

The Merchant shall ensure that the information of the customer is not mixed or mingled with information of other customers.

The Merchant shall be vigilant to report any breach of this Article, all violation of information security, any breaches in the security practice, control process or checks of the Merchant and all suspected security events within 12 hours of such event or breach to Neopay and shall also immediately intimate all the concerned representatives and employees of Neopay which interact with the Merchant on regular basis.

MISCELLANEOUS

Assignments: Neopay may assign, in whole or in part, the benefits or obligations of this Agreement by providing a thirty (30) days prior intimation of such assignment to the Merchant, which shall be binding on the Parties to this Agreement.

Waiver: 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.

Severability: 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.

Non-Exclusivity: 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.

Entire Agreement: 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.

Amendment: This Agreement shall not be varied, amended or modified by any of the Parties in any manner whatsoever unless such variation, amendment or modification is mutually discussed and agreed to in writing and duly executed by both the Parties.

Annexure 1

List of the Negative, Risky and Restricted Categories of business

As already Provided under Attachment A to these Terms and Conditions

 

Schedule B

Special Terms and Conditions to the Payment Aggregation Services

The Payment Aggregation Services shall be rendered in accordance with the following specific terms and conditions:

Neopay enables acceptance of domestic and international payments, through various Payments Instruments. Merchant is provided either a pre-coded check-out integration or customized payment flow. Merchant may also choose to use software development kits to easily integrate its own mobile application or website to the gateway of the Neopay. Such integration will be done by the Merchant on its own and Neopay will not be required to provide any support for such integration. Merchant may collect payments using various Payments Instruments after such integration of application programming interface.

Neopay shall also enable a dashboard to the Merchant. The dashboard shall enable the Merchant to manage the payments, refunds, and settlements. The dashboard will also provide analytics from day-to-day business. For providing analytics, the Neopay shall use the payments data so collected in relation to the business of the Merchant. The payment data shall be used only to provide the analytics. Any consent for usage of the data relating to the payments or transactions of the Customer shall be procured by the Merchant.

The dashboard shall provide visibility of the timeline for each payment received, beginning from the time the order was raised to the time it is completed. The dashboard will also provide details of the refund.

Neopay has made available software development kits for mobile applications, web applications, and plugins for different partners. The Merchant may choose to integrate their mobile application or a web application with the Neopay Platform on their own. In the event, Merchant uses plugins to integrate the payment gateway on the platform of a partner, the Merchant should have been abiding by the terms and conditions as stated by the partner of Neopay for the use of its platform. Neopay shall not be responsible for any defect or deficiency of services rendered by the partner of Neopay.

The integration will take place in accordance with the application programming interface provided by Neopay and the documentation for such application programming interface shall be available on the website of Neopay

Neopay shall provide for the following reports: (i) Transaction Report; (ii) Settlement Reconciliation Report; (iii) Settlement Summary; (iv) Refund Report (v) Ledger Report. Neopay shall not be required to provide any additional notice or report regarding the transactions to the Merchant in any manner whatsoever. The Merchant shall be solely liable for supervising the performance of its transactions. The Merchant should be aware of the reports including the refunds processed, settlements made and transactions carried out through the Neopay Platform.

Neopay shall provide for several Payment Instruments after integrating with several banks, payment aggregators, payment gateways and payment service operators. These integrations will be managed and operated in accordance with the existing laws, and guidelines issued by such partners and contracts with such partners. The Merchant at all times be responsible to support Neopay in complying with the applicable laws, guidelines issued by the partners and contracts entered between Neopay and such partners on best efforts basis.

Neopay shall facilitate e-commerce websites and Merchants to accept various Payments Instruments from the Customers for completion of their payment obligations without the need for Merchant to create a separate payment integration system of their own.

Neopay shall facilitate the Merchants to connect with Acquirer Banks.

Neopay shall collect funds from the Customer, pool such funds in a Nodal / Escrow Account and disburse such funds in accordance with the Applicable Law.

The General Terms and Conditions to Services clearly delineate the roles and responsibilities of the Merchant, Neopay, and Acquiring Banks in sorting/handling complaints, refund / failed transactions, return policy, customer grievance redressal (including time for resolving queries, dispute resolution mechanism, reconciliation, etc.

Neopay has a board-approved Merchant Grievance Policy. The Merchant Grievance Policy appoints a Nodal Officer responsible for regulatory and customer grievance handling functions. Neopay shall prominently display details of the nodal officer on its website.

Neopay has a board approved Know Your Client / Anti Money Laundering Policy in terms of which a Merchant is onboarded.

Neopay shall undertake background and antecedent check of the Merchant. Neopay shall ensure that the Merchant does not have any malafide intention of duping customers, does not sell fake/counterfeit/prohibited products, etc.

The website of the Merchant shall clearly indicate the terms and conditions of the services or sale of goods. The website of the Merchant shall also provide a timeline for processing returns and refunds as may be claimed by the Customer.

Neopay shall be entitled to check payments card industry – data security standard and payment application data security standard compliance of the infrastructure of the Merchants that are on-boarded.

The Merchant shall ensure that its website does not save customer card and such related data.

Neopay may carry out a security audit of a Merchant to check compliance as and when required.

The Merchant shall ensure that the customer data or payments data or transaction data is secured in accordance with Applicable Laws. The Merchant shall ensure that the privacy of the Customer is protected in accordance with the Applicable Laws.

The Merchant shall ensure that any incident relating to the breach of data or breach of privacy is informed to the Neopay within a reasonable time.

Neopay shall obtain periodic security assessment reports either based on the risk assessment (large or small merchants) and/or at the time of renewal of contracts.

Neopay shall maintain the amount collected by it in an Escrow Account with any scheduled commercial bank. Neopay may operate two Escrow Account as permitted by the Applicable law.

Neopay may shift the Escrow Account from one bank to another.

Neopay may call upon the Merchant to pre-fund the Escrow Account.

The Escrow Account shall not be operated for ‘Cash-on-Delivery’ transactions.

The Escrow Account shall be credited or debited with the permitted transactions in accordance with the Applicable Law.

Neopay shall be free to share the details of the Merchant, notwithstanding the confidentiality obligations, with the Acquiring Bank, legal enforcement agencies and regulators. Neopay shall be free to share the details of the transactions, notwithstanding the confidentiality obligations, with the Acquiring Bank, legal enforcement agencies, and regulators.

Neopay shall ensure that the payments are made only to eligible Merchants that have not indulged in any fraudulent transactions and have shown responsible behavior. Neopay shall settle the money to the Merchant only and only in case Merchant has participated in a legible business.

Neopay shall have a mechanism to prevent and detect fraud and in this regard, Neopay may choose to monitor the behavior of the Merchant ongoing basis. Neopay shall also to prevent fraud, monitor the daily transactions from time to time with the support of information technology tools.

Neopay shall monitor, handle, and follow-up cyber security incidents and breaches. Neopay shall provide details regarding such cyber incidents and breaches immediately to the Reserve Bank of India and CERT-IN.

In the event, the Merchant is undertaking the business of market-based e-commerce, then in that case, the Merchant shall be completely responsible for the fraudulent or suspicious behavior of a Sub-Merchant onboarded on its platform. The Merchant shall carry out due diligence of a Sub-Merchant in accordance with the guidelines issued by the Reserve Bank of India for conducting KYC. The Merchant shall store the KYC-related documents with it for a period of 10 years and shall update the KYC of its Sub-Merchant on a periodic basis. The Merchant shall be under an obligation to provide the KYC-related documents to Neopay within a period of 3 Business Days of receipt of an intimation for such documents. Failure to provide an updated KYC document to Neopay shall entitle Neopay to recover the dues and damages from the Merchant due to the unavailability of the Sub-Merchant.

In the event, Neopay has offered payment solutions related to Online Payment Gateway Service Provider (‘OPGSP’) Scheme issued by the Reserve Bank of India, Parties shall comply with the guidelines issued by Reserve Bank of India authorized modes of payments, settlement and reporting.

Schedule C

 

Special Terms and Conditions to Auto-Collect

This Neopay Services shall cover collections of monies through electronic mode and shall not be extended to cover any other payments or receipts of any nature whatsoever. This Neopay Services shall be provided only at the instructions of the Merchant. Monies collected by Neopay through Auto Collect will be credited to the Designated Bank Account registered with Neopay.

The Merchant acknowledges and agrees that the instructions for the Auto Collect shall be processed by Neopay only if the same are received on a Banking Day before the cut off time.

Neopay shall accept for collections, which are “account payee” and monies payable in favor of the Merchant in the bank account registered with Neopay from time to time and the Merchant shall ensure that instructions are delivered to Neopay for collections by the Merchant or any person on authorized by the Merchant.

Neopay shall accept for collections only such monies, which are processed in favor of the Merchant by inserting in specified order as per the API requirement as provided by Neopay to the Merchant and by the Merchant to its respective obligors supposed to make payment to the Merchant account registered with Neopay.

In the event, the Merchant’s title to the monies collected under Auto Collect is found to be fraudulent or the Merchant is found to have no title to the monies, then the Merchant undertakes to refund monies/ cash (together with interest, if any) forthwith to Neopay along with interest at the rate as stipulated by Neopay from the date of credit till the date of payment. The Merchant in such cases shall defend any legal action against Neopay by any third party at its own cost for alleged conversion/misappropriation of monies/ cash.

 

Schedule D

 

Special Terms and Conditions to Payout Services

 

The Payout Services shall be rendered by the following specific terms and conditions:

Neopay shall provide Payout Services to the Merchants by integrating a current account managed by the Merchant with its bank. The Payout Services also facilitate payments into the UPI or Wallet maintained by the beneficiary.

Neopay shall route the transaction in case of UPI through banking partners, in case of wallet through other pre-paid instrument issuers, in case of the bank through card networks.

Neopay shall provide a dashboard that would enable the Merchant to actively disburse the funds. The dashboard also enables to effectively operate, automate and monitor the account of the Merchant. The Merchant can use the dashboard to manage transfers and reversals, handle disputes and gain insights into the overall disbursals of its business. The dashboard is completely managed by the Merchant and Neopay shall not make any interference in the said dashboard.

A summary on the dashboard shall provide high-level insights into the payout account of the Merchant. The summary provides information about available balance and transferred amounts. The summary also provides some statistics about your daily and weekly transfers. The summary on the dashboard also provides useful at-a-glance insight about the payout disbursals of the Merchant related to its business.

Merchant can create either an (i) Recharge; or (ii) Direct payout account. The payout recharge account provides details of the payouts on the dashboard once the account is created by Neopay. Each Merchant has given an account number and an IFSC Code for its payouts account. The merchant should add funds for disbursals to the recharge account. The Merchant is at liberty to add funds to any bank account or UPI or Wallet from its payout recharge account. Payout Direct permits a Merchant to make instant automated payments directly from its bank account. Neopay is only responsible for integrating the Neopay Platform with the bank account of the Merchant and acting as a technology service provider to the Merchant. In the case of a payout direct account, the Merchant, however, will not be able to make the disbursals using cards, UPI, and Wallet as a Payment Instrument.

In case a Merchant is utilizing both Payment Aggregation Services and Payout Services, the Merchant may by way of a written intimation made to Neopay through its key account manager, may direct Neopay to settle the funds into the payouts accounts. Once funds are settled from the Escrow/Nodal, such funds can be utilized for disbursals.

The Merchant shall ensure that it deducts and performs all the compliances related to tax regulations relating to either Goods and Services Tax or Income Tax about the payments that are made to the beneficiary. The Merchant shall be willing to provide proof or evidence of such compliance in case Neopay calls for such compliance.

The merchant shall be responsible for opening, maintaining, funding, and managing the current account.

Neopay may provide for an account to pool the funds and disburse such funds on the instructions of the Merchant.

A merchant may take services of Neopay to seek validation of the account where disbursement is made to confirm that such disbursement is to a verified account.

In the event, such services are not availed, the Merchant shall be solely responsible for any disbursements from either the pool account maintained by Neopay or the current account of the Merchant as the case may be.

Merchant shall be responsible for undertaking necessary steps to ensure to conduct a background check of parties that would receive funds from the pool account or the current account.

Neopay shall not be privy of the transaction between the Merchant and the recipient in any manner whatsoever, Neopay only performs Services as an intermediary between the Merchant and the recipient of funds.

Schedule E

Special Terms and Conditions to Verification Services

The Verification Services shall be rendered in accordance with the following specific terms and conditions:

Neopay enables Verification of Beneficiaries details at the instruction of the Merchant with or without disbursement of token amount in the Beneficiaries accounts. The Merchant shall keep the Neopay Payout Account funded if the Verification Service is provided by Disbursing the Token Amount in the Beneficiaries Payment Instrument.

Neopay shall perform the Verification Service in accordance with the Instructions and details of the Beneficiaries provided by the Merchant and Neopay shall not be held liable for any error, omission, negligence, delay in connection with the details of the Beneficiaries and Instructions provided by the Merchant.

Neopay shall provide access to a dashboard to the Merchant. The dashboard shall enable the Merchant to manage or initiate the Verification Services of the Beneficiaries. The Dashboard shall also enable the merchant to check the status of the Verification Services initiated by them.

The General Terms and Conditions to Verification Services clearly delineate the roles and responsibilities of the Merchant, Neopay, and Partners in reference to the performance of their obligations captured in this Agreement.

Bank Account Validation/ Verification

UPI Verification

IFSC Verification

PAN Verification

Aadhaar Verification

GSTIN Verification

Using this feature the Merchant can verify the Goods and Services Tax Identification Number of the Beneficiary. To verify the Beneficiary’s GSTIN details the Merchant shall share GSTIN of the Beneficiary with Neopay.

Steps for verifying the GSTIN:

Go to Verification Suite Dashboard > GSTIN >click Verify GSTIN.

Enter the GSTIN you want to verify.

Schedule F

Special Terms and Conditions to Subscription Services

For Subscription/ Recurring Payment, the Merchant acknowledges, undertakes, and agrees that:

The Customer desirous of opting for e-Mandate/ recurring payment/ standing instructions (together referred to as “Recurring Payment”) shall undertake one-time registration process as per applicable laws including ‘Additional Factor Authentication’ (AFA). A Recurring Payment shall be registered only after successful AFA validation (if any), in addition to the standard process by the Issuer/ Acquiring Banks. The Merchant understands that any modification in the existing Recurring Payment shall entail AFA validation by the Customer. The Merchant agrees to share all relevant information/ instructions with Neopay for effecting a Recurring Payment from time to time.

The Merchant shall send a pre-transaction notification to the Customer, at least 24 hours prior to the actual charge/ debit to the Customer’s Payment Instrument. The Customer should be given the facility to choose a mode of communication for receiving pre-transaction notification, the facility of changing such mode of communication for receiving pre-transaction notification shall also be available with the Customer.

The pre-transaction notification shall at the minimum inform the Customer about the name of the Merchant, Transaction amount, date and time of debit, reference number of Transaction/ Recurring Payment, reason for debit etc.

On receipt of pre-transaction notification, the Customer shall have the facility to opt-out of the Recurring Payment, such withdrawals can also be initiated by the Customer with the Issuer.

The Merchant shall be solely responsible for obtaining permission from its sub-merchants, Customers or any clients for Neopay to effect Recurring Payments/ billing and for debiting their respective accounts/ Payment Instruments. It is agreed between the Parties that Neopay shall not be responsible for any claims from any of the Merchant’s sub-merchants, Customers or any claims against Neopay for debiting their respective accounts/ Payment Instruments in respect of the Recurring Payment/ billing.

Until the Customer or the Merchant terminates or cancels the Recurring Payment instruction, Neopay will continue to charge the Transaction amount to the relevant Customer according to the billing cycle. If the Customer revokes his/ her consent to the Recurring Payment instruction, the Merchant agrees to immediately notify Neopay in writing; if intimation of revocation of Recurring Payment is not made in a timely manner to Neopay, Neopay shall not be liable if any Recurring Payment are charged to the Customer.

If the Customer’s Payment Instrument does not have adequate funds, the Merchant acknowledges and agrees that Neopay shall not be liable for processing any Recurring Payment instructions.

Once the Merchant has set/ created the Recurring Payment instruction, the Issuer may take up to 1-2 Business Days to activate or execute the Recurring Payment transaction. As a result, Neopay shall not be accountable for any delays in the Settlement Amount.

For Any Queries / Details Users Can Contact:

Neofin Technologies Private Limited 

Level 8, DLF Center, Sanasad Marg , Connaught Palace,

New Delhi-110001