merchant terms & conditions

1. Definitions

Unless the context otherwise requires, the capitalized terms used herein below shall have the meaning assigned to them hereunder or as defined in the body of these Terms:

• "Aggregator Account" shall mean the escrow account(s) of the Payment Aggregator, as may be communicated by the Payment Aggregator to the Merchant from time to time;
• "Aggregator Services" or "Services" shall mean appropriate payment processing / payment gateway facilities provided by the Payment Aggregator for the purposes of enabling collection and settlement of online payment transactions, towards the purchase of goods and services of various merchants, and as more specifically detailed in Clause 3.1 hereof;
• "Chargeback Amount" shall mean the aggregate amount that the Facility Provider charges the Payment Aggregator pursuant to a Chargeback Event;
• "Chargeback Event" shall mean any events or circumstances leading to a reversal request that is requested by a Facility Provider (pursuant to a request from the Facility Provider's customer or otherwise) of the debit of the transaction amount that was charged to the Customer's card or any Payment Instrument, where the reversal is approved by the Facility Provider following examination of the transaction related documents and information furnished by the Merchant or in the manner provided in Clause 3.3 of these Terms, consequently resulting in the Facility Provider charging the Payment Aggregator the transaction amount and charges or fines associated with processing the Chargeback Event and shall include any events or circumstances notified by Facility Providers from time to time;
• "Confidential Information" shall have the meaning as ascribed to it under Clause 9 of these Terms;
• "Customer" means a person holding a valid Payment Instrument who makes a payment for a Transaction on the Merchant Platform using such Payment Instrument;
• "Facility Providers" means various banks, financial institutions, and technology service providers, facilitating the provision of Aggregator Services or any part thereof, including but not limited to (a) acquiring banks, (b) banks and non-banks issuing credit cards, debit cards, prepaid instruments, and accounts (bank accounts, loan accounts), (c) card payment networks, and (d) payment gateways, and/or third party payment aggregators;
• "Fee" shall mean collectively, the mutually agreed charges / fees set out and defined in the Merchant Onboarding Form;
• "Force Majeure Event" shall have the meaning as ascribed to it under Clause 14.1;
• "Intellectual Property Rights" means all patents, copyright, design rights, domain names, registered designs, trade and service marks, rights in knowhow, rights in relation to databases, trade secrets, rights in Confidential Information and all other intellectual property rights throughout the world including all registrations and pending registrations relating to any such rights and the benefit of any pending applications for any such registrations; and all reversions, extensions and renewals of any such rights;
• "Law" means any applicable law, rule, regulation, ordinance, order, treaty, judgment, notification, decree, bye-law, governmental approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law and shall include any of the foregoing, injunction, permit or decision of any central, state or local, municipal government, authority, agency, court having jurisdiction over the matter in question, whether in effect as of the date of these Terms or thereafter, in any jurisdiction;
• "Merchant Bank Account" shall mean the account the details of which are provided by the Merchant to the Payment Aggregator from time to time. The details of the initial Merchant Bank Account shall be provided in the Merchant Onboarding Form;
• "Merchant Brand" shall have the meaning as ascribed to it under Clause 10.2 of these Terms;
• "Merchant Onboarding Form" means the duly filled form provided by the Merchant to the Payment Aggregator with the requested information in order to facilitate the enrolment of the Merchant with the Payment Aggregator;
• "Merchant Platform" means the digital platform operated by the Merchant which includes the Merchant's website and mobile applications, and is used for conducting the Merchant's business activities outlined by the Merchant in the Merchant Onboarding Form;
• "Order" shall mean all orders placed by the users on the Merchant Platform;
• "PA Infra" means the entire technological system for processing and facilitation of online payments set up/developed by the Payment Aggregator, including through integrations with Facility Providers;
• "Payment Aggregator Brand" shall have the meaning ascribed to it under Clause 10.3 of these Terms;
• "Payment Instruments" means a credit card, debit card, internet banking, unified payment interface (UPI), pre-paid payment instruments (PPI), or such other methods of payment/features/services which shall be developed or added or deployed by the Payment Aggregator, Facility Providers or financial institutions from time to time and used by the Customer for making a payment on the Merchant Platform;
• "PPI Issuer" shall mean any issuer which is authorized to issue pre-paid instruments in accordance with the Master Directions on Prepaid Payment Instruments (PPIs) dated August 27, 2021, issued by RBI and updated from time to time. The definition of "PPI Issuer" shall be deemed to be included in the definition of the expression Facility Provider as used in these Terms, to the extent applicable;
• "Pre-paid Instruments" or "PPI" shall mean the pre-paid instrument issued by any PPI Issuer to the Customer, which enables the Customer to use it as a Payment Instrument for the purchase of goods and/or services on the Merchant Platform;
• "RBI Tokenization Circulars" means the RBI's guidelines on tokenization set out in the Circular CO.DPSS.POLC.No.s-516/02-14-003/2021-22 read with DPSS.CO.PD No.1463/02.14.003/2018-19 dated January 8, 2019 and related guidelines and clarifications issued by the RBI;
• "Territory" means the Republic of India;
• "Transaction(s)" shall mean a transaction for the purchase of product(s)/services made by a Customer on the Merchant Platform, using any Payment Instrument;
• "Transaction Amount" shall mean the amount which is payable by the user to the Merchant for the products and/or services being provided by the Merchant to such user. For avoidance of doubt, it is clarified that Transaction Amount shall mean the amount displayed to the user without accounting for any instant discounts or cashbacks offered by the Payment Aggregator; and
• "Working Day" shall mean days on which relevant Facility Providers are open for ordinary business.
• "You", "Your", "Yourself", "Merchant" means the merchant who avails the Aggregator Services on the Merchant Platform;

The Payment Aggregator and the Merchant shall hereinafter be individually referred to as a "Party" and collectively as the "Parties", as the context may require.

Any reference to "writing" in these Terms includes email.

2. Scope

2.1. In order to avail the Services, the Merchant hereby agrees to be onboarded as a merchant by the Payment Aggregator in accordance with the Master Direction on Regulation of Payment Aggregator (PA) issued by Reserve Bank of India dated September 15, 2025 (as amended from time to time) ("PA Master Directions").

2.1.1. In order to enable a Payment Instrument, the Merchant shall complete the required technology integration in accordance with the specifications and requirements communicated by the Payment Aggregator. Upon successful completion of such integration, the Merchant shall be enabled to: (i) accept payments from Customers for purchases of products and/or services on the Merchant Platform; and (ii) receive Settlement Amounts in respect of successful Transactions, subject to these Terms.

2.2. The Payment Aggregator may make available to the Merchant an online webpage which includes a dashboard with (i) information on transactions processed through the Aggregator Services, (ii) the ability to download settlement, transaction, refund and other reports, and (iii) aggregate metrics and other features as may be added from time to time ("Merchant Dashboard").

2.3. The Merchant agrees that the Payment Aggregator shall be entitled to charge the Merchant the charges and/or fees set out and agreed in the Merchant Onboarding Form.

3. Reconciliation and Payments

3.1. Scope of Aggregator Services / Process for settlement of funds:

3.1.1. When a Customer opts to make a payment on the Merchant Platform, the Payment Aggregator shall act as an intermediary by collecting on behalf of the Merchant from the Customer's Payment Instrument the transaction amount paid by the Customer, reduced by the amount of instant discount (if any, as mutually agreed between the Parties) (such amount collected, the "Customer Payment"); and making settlement of the Customer Payments to either the Merchant Bank Account, in accordance with applicable Law.

3.1.2. The Payment Aggregator, on behalf of the Merchant, shall receive the Customer Payments in the Aggregator Account. In order to enable this, the Payment Aggregator has entered into/shall enter into agreements with various Facility Providers to enable the use of the payment mechanisms provided by them and to process payments using their services.

3.1.3. Once the payment instruction in respect of a transaction has been authenticated or authorized by the respective Facility Provider, the Facility Provider shall transfer such approved Customer Payment from the Customer's account to the Facility Provider's nodal/escrow/internal pool account, for onward transfer to the Aggregator Account, in accordance with the arrangement between the Payment Aggregator and the Facility Provider.

3.1.4. The Merchant hereby directs and authorizes the Payment Aggregator to receive, hold, disburse the Customer Payments in order to provide the Aggregator Services, subject to the provisions of these Terms.

3.1.5. Subject to applicable Laws, in respect of all transactions for which the payment is collected by the Payment Aggregator on a particular day (T day), the Payment Aggregator shall settle to the Merchant Bank Account, the Customer Payment and any instant discount funded by the Payment Aggregator (if any), reduced by the applicable Fees and/or Merchant funded cashback (if any) ("Settlement Amount"), no later than the settlement cycle specified in the Merchant Onboarding Form. Provided however, that in no event shall the Payment Aggregator transfer the Settlement Amounts any later than the timelines prescribed by the PA Master Directions or any other applicable Laws from time to time.

3.2. The Settlement Amount paid to the Merchant may be reduced by (i) the Chargeback Amounts as per Clause 3.3 below, (ii) by refund amounts as per Clause 3.4 below, (iii) by any overpayment made by the Payment Aggregator due to computational/system errors or otherwise; and (iv) any other sums due from or payable by the Merchant to the Payment Aggregator.

3.2.1. Monthly invoices shall be raised by the Payment Aggregator in respect of the Fees charged for transactions processed through the Aggregator Services during such month. Any reasonable dispute in respect of an amount (or a portion thereof) mentioned in an invoice must be communicated by the Merchant via a notice to the Payment Aggregator ("Invoice Dispute Notice") within a reasonable period of time but no later than ten (10) Working Days from the date of the invoice. The Parties shall use good faith efforts to reconcile any reasonably disputed amounts within a reasonable time from the receipt of the Invoice Dispute Notice.

3.2.2. In respect of invoices raised by the Payment Aggregator on the Merchant for the Fees, it is agreed that the Merchant shall pay the applicable TDS under the provisions of Section 194H of the Indian Income Tax Act (or any amendments thereto) as per the then rates in force and furnish to the Payment Aggregator the TRACES certificate in respect of such taxes paid. Upon receipt of the TRACES certificate, the Payment Aggregator shall reimburse to the Merchant, on a quarterly basis, the amount paid by the Merchant in respect of such taxes.

3.3. Chargeback Events

3.3.1. The Merchant hereby agrees that all payments with respect to Chargeback Events shall be the sole responsibility of the Merchant and that the Payment Aggregator shall not be liable for any claims, disputes, penalties which may arise in connection with such Chargeback Events to the Merchant or the Customer. The Merchant agrees to indemnify the Payment Aggregator in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or Chargebacks for all Customer Payments initiated and processed through the Payment Aggregator.

3.3.2. Chargeback Events shall be decided and processed as per the processes set by the Facility Providers and the Payment Aggregator. Upon the Payment Aggregator being notified of a Chargeback Event, the Payment Aggregator shall forthwith notify the Merchant of the same. The Merchant shall be required to furnish to the Payment Aggregator documents and information pertaining to the transaction in question in order to substantiate (i) the completion of the aforesaid transaction; and (ii) delivery of goods/services sought by the Customer pursuant to the said transaction, including but not limited to order form, invoice, certificate of insurance (if applicable), proof of dispatch of goods/services, proof of delivery, the Merchant's explanation letter/rebuttal letter, and all relevant screenshots and documents ("Chargeback Documents"). The Merchant must furnish the Chargeback Documents within 3 (three) Working Days (or such other shorter period specified by the Facility Provider or acquiring bank notifying the Payment Aggregator of the Chargeback Event).

3.3.3. The Merchant agrees and acknowledges that (i) if the Merchant is unable to furnish Chargeback Documents within the timelines set out above; and/or (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by the Merchant, then the Facility Provider shall be entitled to order the acquiring bank to effect a reversal of the debit of the transaction amount to the Customer's Payment Instrument and to charge the Chargeback Amount to the Payment Aggregator.

3.3.4. If the Chargeback Amount is charged to the Payment Aggregator, then the Merchant agrees and acknowledges that the Payment Aggregator is entitled to charge such Chargeback Amount to the Merchant by way of deduction from the amounts to be settled to the Merchant subsequent to the Payment Aggregator incurring the charge of the Chargeback Amount.

3.3.5. The Merchant further agrees and acknowledges that following the Payment Aggregator incurring the Chargeback Amounts as stipulated above, if the amounts to be settled to the Merchant are insufficient for deduction of the Chargeback Amount, then the Payment Aggregator shall be entitled to issue a debit note on the Merchant seeking reimbursement of the Chargeback Amount. The Merchant shall reimburse to the Payment Aggregator the Chargeback Amount within 30 (thirty) days of receipt of the debit note.

3.3.6. If the Payment Aggregator and/or the Facility Providers determine that the Merchant is incurring an excessive amount of Chargeback Events, the Payment Aggregator may establish controls or conditions governing the Transactions contemplated under these Terms, including without limitation, by (a) asking the Merchant to remit to the Payment Aggregator the Chargeback Amount upon receipt of the intimation of a Chargeback Event and subsequently provide the Chargeback Documents, (b) imposing a penalty amount if any charged by Facility Providers or imposed in accordance with the merchant onboarding policy; and (c) terminating or suspending the Aggregator Services in accordance with the terms stipulated under Clause 8 (Termination) of these Terms.

3.3.7. The Merchant acknowledges that the Fees charged by the Payment Aggregator in respect of a transaction resulting in a Chargeback Event shall not be refunded by the Payment Aggregator.

3.3.8. Notwithstanding anything else in these Terms, upon a notice of termination being served in accordance with Clause 8, the Payment Aggregator reserves the right to withhold from each settlement made after the issuance of a termination notice by either Party, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of 30 (thirty) days ("Withholding Term") from the date of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargeback Amounts. After processing such Chargeback Amounts, the Payment Aggregator shall transfer the unutilized amounts, if any, to the Merchant forthwith upon completion of the Withholding Term. The 'Stipulated Percentage' is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms.

3.4. Refunds initiated by Merchant

3.4.1. The Merchant agrees that upon a refund request being made by the Merchant, the entire Customer Payment in respect of the transaction for which the refund has been requested shall be deducted from the next Settlement Amount due to the Merchant and paid to the User. The Payment Aggregator reserves the right to suspend processing of refund requests and the processing of Settlement Amounts until the aggregated Settlement Amounts during the period of suspension are adequate to cover the refund. The Merchant further agrees and acknowledges that, if the Settlement Amounts during a suspension period are insufficient for deduction of the refund amount, and the Merchant still requires the refund amount to be processed, then the Payment Aggregator shall be entitled to issue a debit note on the Merchant seeking reimbursement of the refund amount and the Merchant shall pay such amount to the Payment Aggregator within 15 (fifteen) days of receipt of the said debit note. For avoidance of doubt, it is clarified that the Fees charged for orders which result in a refund to the user shall not be refunded to the Merchant.

3.5. Rejection of Payments: Notwithstanding anything stated elsewhere in these Terms, the Payment Aggregator or the Facility Providers may reject payment/reverse and/or mark a lien on the amount that is credited to the Merchant's Account in respect of Orders where the authorization process cannot be completed/fails in relation to a transaction.

3.6. The Facility Providers may impose limits on the number of transactions and value of transactions undertaken using a particular account, and the value of a single transaction during any time period, and the Payment Aggregator reserves the right to refuse to facilitate payments in respect of transactions exceeding such limit.

3.7. The Payment Aggregator reserves the right at all times to remove, vary or amend these Terms, or to introduce new terms and conditions, at its own discretion or to comply with the requirements of applicable Laws and/or Facility Providers. Any such variation, amendment or introduction will become effective immediately upon the date of posting of the modified Terms on this website. It shall be the responsibility of the Merchant to review these Terms periodically for any updates/changes. The continued use of the Services by the Merchant shall be construed as acceptance of such modifications and Your agreement to be bound by these Terms and any modifications thereof.

4. Obligations of the Parties

4.1. Prior to or simultaneously with the signing of these Terms, the Merchant shall provide to the Payment Aggregator such KYC (know-your-customer) documents, information, or declarations as may be required by the Payment Aggregator in accordance with its merchant onboarding policy, which is formulated in compliance with the applicable KYC requirements prescribed by the Reserve Bank of India, as amended, supplemented, or replaced from time to time and any other onboarding documents reasonably requested by the Payment Aggregator. The Merchant agrees and acknowledges that the Payment Aggregator shall be entitled to share these documents with the Facility Providers or governmental authorities, without any restriction on further sharing of these documents/information with regulatory or government authorities, auditors, employees, advisors, etc. for any lawful purposes. Further, the Merchant shall inform the Payment Aggregator immediately upon a change of any of the above details and shall also provide to the Payment Aggregator any other information which may be reasonably sought from time to time. The Merchant agrees that the data provided to the Payment Aggregator during the application process for onboarding is true and if at any stage of processing the application it comes to the knowledge of the Payment Aggregator or a Facility Provider, or they are of the opinion, that the Merchant has provided any incorrect information, and/or fabricated documents, and/or fake documents, and/or documents appearing to have been manipulated, they will be treated by the Payment Aggregator as having been manipulated by the Merchant. The Merchant unconditionally agrees and accepts that the Facility Provider shall have every right to reject the Merchant's application, without assigning any reason whatsoever. The Payment Aggregator reserves the right to verify the information provided by the Merchant under this clause through its own staff or a third party.

4.2. The Merchant shall, during the term of these Terms:

4.2.1. ensure that the access credentials for the Merchant Dashboard are only disclosed to and used by authorized personnel of the Merchant;

4.2.2. clearly disclose the exact business category/business sub-category for which the Merchant will be using the Aggregator Services;

4.2.3. avail the Aggregator Services solely for the Merchant Platform and notify the Payment Aggregator prior to using the Aggregator Services for any other purpose, which will be subject to approval by the Payment Aggregator;

4.2.4. be solely responsible for the products and/or services offered on the Merchant Platform to the users (including the accuracy of all information and/or validity of the prices displayed on the Merchant Platform) and also be solely responsible for the fulfilment of all Orders;

4.2.5. not make any press releases or public statements whereby the business or reputation of the Payment Aggregator may be injured or damaged;

4.2.6. cooperate with the Payment Aggregator for providing customer support to the Users as and when necessary;

4.2.7. comply with rules, guidelines and regulations applicable to it as communicated by any Facility Providers or the Payment Aggregator or regulatory authorities in relation to use of the PA Infra, including laws in relation to anti-bribery, anti-corruption, and money laundering; failing which, the Payment Aggregator may suspend settlements at any time upon suspicion of illegal activities;

4.2.8. cooperate with the Payment Aggregator in good faith in respect of any reasonable request made relating to these Terms (including any data requested by the Facility Providers or regulatory authorities which is passed on to the Merchant);

4.2.9. not at any time require the Customers to provide the Merchant with any sensitive details of the accounts held by them such as passwords, or PINs which may be assigned to them by the Facility Providers from time to time;

4.2.10. take all precautions as may be feasible or as may be directed by the Payment Aggregator to ensure that there is no breach of security and that the integrity of the link between the Merchant Platform and the PA Infra is maintained at all times during the term of these Terms. The Merchant shall also provide technical support to the Payment Aggregator for the use of the Aggregator Services and for linking the Merchant Platform and the PA Infra, such as establishing file formats, feedback on transactions and other such support;

4.2.11. maintain all security measures/certifications as required under applicable Law (if any) and as notified by the Payment Aggregator from time to time (if any);

4.2.12. notify the Payment Aggregator in writing of any breach of security, or confidentiality of the data and information pertaining to Customers which may have been received through the Payment Aggregator pursuant to these Terms, at security@cred.club within 24 hours of identification of such breach. In the event of any security breach, the Merchant shall take all reasonable measures to remedy any such incident;

4.2.13. comply with the merchant onboarding policy of the Payment Aggregator, as updated from time to time, and carry out periodic security assessments of its systems and the Merchant Platform and submit the reports of such assessments to the Payment Aggregator;

4.2.14. not store Customer card credentials or payment data, in accordance with the Applicable Law. Subject to the Applicable Law, the Merchant shall, however, be allowed to store limited data for the purpose of transaction tracking, for which the required limited information may be stored in compliance with the applicable standards;

4.2.15. resolve all queries/complaints/issues/grievances raised by the Customer with respect to the Merchant's services/products and shall be solely responsible for the same. The Merchant, upon receiving such queries/complaints/issues/grievances raised by the Customer, shall pass on the same to the Payment Aggregator within 2 (two) days if attributable to the Payment Aggregator. The Parties shall mutually assist each other for resolution of such complaints;

4.2.16. assist the Payment Aggregator to resolve any queries/complaints/grievances/issues raised by the Customer to the Payment Aggregator with respect to the Aggregator Services. The Merchant shall abide by and comply with the Customer Grievance Redressal and Dispute Management Framework of the Payment Aggregator, as notified by the Payment Aggregator from time to time;

4.2.17. prominently display on the Merchant Platform any terms and conditions, privacy policies, and returns and refunds policies applicable for the Merchant's products/services to the Customers. The Merchant shall be solely responsible for adherence with the same; and

4.2.18. in the event that the Merchant is provided the facility to accept payments through any specific card network as part of the Aggregator Services, the Merchant shall comply with any merchant or industry-specific guidelines or directions issued by such card network from time to time.

4.2.19 where Merchant currently operates or intends to operate a marketplace business on the Merchant Platform ("Marketplace Operations"), it shall onboard third-party sellers or service providers ("Sellers") as part of such Marketplace Operations on the Merchant Platform. Merchant hereby represents, warrants and undertakes that: (i) it has in place, and shall maintain, valid and enforceable contractual arrangements with each Seller governing such Seller's participation in the Marketplace Operations; (ii) Merchant shall, upon written request by the Payment Aggregator from time to time, furnish to the Payment Aggregator an updated list of Sellers who are actively transacting through the Merchant Platform using the Payment Aggregator as part of the Marketplace Operations, in such format and within such timelines as may be reasonably specified by the Payment Aggregator; (iii) Merchant shall be solely responsible for the conduct, acts, omissions, compliance with applicable Laws, fulfilment obligations, and all liabilities of its Sellers in connection with the Marketplace Operations; and (iv) Payment Aggregator shall not bear any liability whatsoever in respect of any act, omission, default, or dispute involving or attributable to any Seller. Merchant shall ensure that the Payment Aggregator has the right, upon reasonable prior notice, to obtain information from Sellers solely to the extent necessary for payment processing, compliance, risk management, or regulatory purposes in connection with transactions processed through the Payment Aggregator.

4.3. The Payment Aggregator shall, during the term of these Terms:

4.3.1. provide the Aggregator Services in accordance with the terms of these Terms in a diligent and prompt manner;

4.3.2. not make any press releases or public statements whereby the business or reputation of the Merchant is injured or damaged;

4.3.3. cooperate with the Merchant for providing customer support to the users as and when necessary; and

4.3.4. cooperate with the Merchant in good faith in respect of any reasonable request relating to these Terms.

4.4 Where the Payment Aggregator shall function as a token requester for the Merchant, in accordance with the RBI Tokenization Circulars, the Payment Aggregator shall comply with the provisions of the RBI Tokenization Circulars.

5. Data Processing

Each Party and its affiliates shall at all times comply with its obligations under applicable Privacy Regulations in relation to the Data that is Processed by it in the course of performing its obligations under these Terms (including user details). Each Party shall also comply and assist the other Party in complying with all Laws and regulatory requirements, to the extent applicable to it (including guidelines specified by RBI or NPCI for various payment systems or instruments). For the purpose of this Clause (i) "Data" shall mean all information or data relating to the users and may include the "personal information" as defined under the SPDI Rules; (ii) "Privacy Regulations" shall mean the applicable Laws and best practices in data protection including those mandated under the Information Technology Act, 2000, and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 ("SPDI Rules"); (iii) "Processing" means any operation or set of operations which is performed on the Data or on sets of Data, whether or not by automated means, such as collection, recording, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. The terms "process", "processes" and "processed" shall be interpreted accordingly.

6. Representations and Warranties

6.1. Each Party hereby represents and warrants that:

6.1.1. It has full legal right to enter into and perform these Terms and that its entry into and performance of these Terms does not and will not violate any fiduciary or other duty it may have;

6.1.2. It shall be responsible for its own compliance with the applicable Laws and any rules and regulations promulgated thereunder (including those relating to anti-corruption);

6.1.3. It shall maintain in full force and effect all applicable licenses, permits, registrations and permissions as may be required for the purpose of providing its respective products and/or services;

6.1.4. It shall refrain from any deceptive, misleading and unethical practice that is or might be detrimental to the other Party;

6.1.5. It has the full and exclusive right to grant or otherwise permit the other Party to use the trademark and logos in the manner set forth in these Terms and that it shall not violate any proprietary and Intellectual Property Rights of any other person in the course of performance of these Terms;

6.1.6. It is not, at the time of entering into these Terms, insolvent and knows of no circumstances which would entitle any creditor to appoint a receiver or petition for winding up or bankruptcy (as the case may be) or to exercise any other rights over or against its assets or any event analogous to any of the foregoing under the applicable Laws; and

6.1.7. The information communicated by it to the other Party for the purpose of these Terms is true, correct, and complete and is not misleading in letter or in spirit whether by reason of omission to state a material fact or otherwise.

6.2. The Merchant further represents, warrants and undertakes that the Merchant does not and shall not, at any point during the term of these Terms, deal in any of the prohibited goods and services set out in the Prohibited Category Annexure below, and in the event of any breach shall be solely responsible for the consequences arising from such breach. The Merchant understands and acknowledges that such lists are provided by the Payment Aggregator's partnering Facility Providers or other intermediaries and the Payment Aggregator does not have any ability to make exceptions for the Merchant.

7. Term

This Agreement shall come into force from the Effective Date and shall continue in force unless terminated earlier in accordance with the terms hereof. Provided however, payment processing shall start from the go-live date as mutually agreed between the Parties over email.

8. Termination

8.1. Either Party shall be entitled to terminate these Terms without assigning any reason, by giving at least 7 (seven) days' prior written notice thereof to the other Party.

8.2 Either Party shall be entitled to terminate these Terms with immediate effect if:

8.2.1. The other Party commits a material breach of any of its obligations herein and fails to remedy such breach within 15 (fifteen) days of receiving written notice of such breach from the terminating Party;

8.2.2. a Party becomes insolvent, bankrupt or is wound up, makes a general assignment or compromise for the benefit of its creditors, suffers or permits the appointment of a receiver, trustee, judicial manager, administrator or such similar officer over any of its business or assets, or becomes the subject of any proceedings relating to insolvency or the protection of creditors' rights and fails to have those proceedings dismissed within a reasonable time of commencement of such proceedings; or

8.1.3. the other Party is unable to perform its obligations due to the continued occurrence of a Force Majeure Event for a period of more than 30 (thirty) days.

8.3. The Payment Aggregator shall be entitled to limit or suspend or cease providing Services to the Merchant with immediate effect if (i) risk and security systems deployed by the Payment Aggregator flag the Merchant's transactions as suspicious or prohibited; (ii) the Payment Aggregator is requested by any Facility Provider or governmental authority to do so; or (iii) pursuant to cause under Clause 3.3.6.

8.4. Termination or expiry of these Terms does not affect any accrued rights or liabilities of the Parties.

8.5. Notwithstanding any other rights and remedies provided elsewhere in the Agreement, upon the termination or expiry of these Terms, each Party (i) shall return, destroy or purge, at the request of the other Party, all data, notes, reports or other material (written or otherwise) in tangible form in its possession which incorporate the Confidential Information (defined below) of the other Party, provided that nothing in this Clause shall require destruction of transaction records required to be maintained for customer support or under any legal requirement; and (ii) shall forthwith cease to use any Intellectual Property Rights or Confidential Information of the other Party.

8.6. Neither Party will be liable for damages of any kind as a result of properly exercising its right to terminate these Terms according to the terms of these Terms and termination will not affect any other right or remedy at Law or in equity of either Party.

9. Confidentiality

9.1. Each Party shall keep in strict confidence and shall not, without the prior written consent of the other Party, use for a purpose other than for the purpose of these Terms or disclose to any third party any information relating to these Terms and its terms including but not limited to any information related to the other Party's business howsoever acquired, directly or indirectly, trade secrets, the information or data received from the other Party or any other data pertaining to the other Party that may come into the receiving Party's possession in any form during the subsistence of these Terms, including information having commercial value, any Intellectual Property Rights of the other Party including but not limited to the use of any name or trademarks of the other Party, and other information of a confidential nature acquired in the course of dealings between the Parties under these Terms ("Confidential Information"). Each Party shall disclose Confidential Information only to such employees/sub-contractors who have a need to know the Confidential Information for discharging the Party's obligations under these Terms. Each Party shall procure from such employees/sub-contractors an undertaking to protect the Confidential Information and, upon request, promptly furnish such undertakings to the other Party. Each Party shall be responsible for any breach of any such undertaking by any of its employees/sub-contractors, and any such breach shall be deemed to constitute a breach of such Party's obligations under these Terms.

9.2. The above provisions of confidentiality shall not apply to (i) Confidential Information that is, at the date hereof, or hereafter becomes, public knowledge through no fault of the Party receiving such information; (ii) is at the time of receipt, known to the receiving Party as evidenced by written documentation then rightfully in the possession of either Party; (iii) was already acquired by the receiving Party from a third party who does not thereby breach an obligation of confidentiality to the disclosing Party and who discloses it to the receiving Party in good faith; (iv) is developed by the receiving Party without use of the disclosing Party's Confidential Information in such development; and (v) has been disclosed pursuant to the requirements of applicable Law, or order of any governmental authority.

10. Intellectual Property

10.1. All Intellectual Property Rights in data, information, inventions, new uses, processes, assets, software, analytical methods, procedures, techniques, research, process manuals, financial information, and computer technical expertise used by the Payment Aggregator in providing Services to the Merchant under these Terms, or created in the course of providing Services under these Terms, shall belong to the Payment Aggregator, and the Merchant shall have no ownership interest in the same.

10.2. The Merchant hereby grants to the Payment Aggregator a non-exclusive, revocable, limited and non-sub-licensable license during the term of these Terms and on a royalty-free basis, to use the Merchant Brand (defined below) for the purposes of marketing and promotion as required in accordance with the provisions of these Terms. The Payment Aggregator shall use the Merchant Brand in accordance with any guidelines that the Merchant may provide, and it shall not make any changes to the Merchant Brand without the prior written consent of the Merchant. For the purposes of these Terms, "Merchant Brand" shall mean the trade name, trademark, domain name, links, bookmarks, logo, service mark, symbol, character and all other Intellectual Property Rights used from time to time in any form whatsoever in connection with the Merchant.

10.3. The Payment Aggregator hereby grants to the Merchant a non-exclusive, revocable, limited and non-sub-licensable license during the term of these Terms and on a royalty-free basis, to use the Payment Aggregator Brand (defined below) for the purposes of marketing and promotion as required in accordance with the provisions of these Terms. The Merchant shall use the Payment Aggregator Brand in accordance with any guidelines that the Payment Aggregator may provide, and it shall not make any changes to the Payment Aggregator Brand without the prior written consent of the Payment Aggregator. For the purposes of these Terms, "Payment Aggregator Brand" shall mean the trade name, trademark, domain name, links, bookmarks, logo, service mark, symbol, character and all other Intellectual Property Rights used from time to time in any form whatsoever in connection with the Payment Aggregator.

11. Indemnity

11.1. The Payment Aggregator shall indemnify and hold the Merchant, its directors, managers, officers, employees and agents harmless from and against all losses, liabilities, damages and expenses (including reasonable attorney fees and costs) ("Merchant Losses") arising from claims, demands, actions or other proceedings as a result of:

11.1.1. Fraud, negligence and wilful misconduct by the Payment Aggregator in the performance of these Terms;

11.1.2. Violation of applicable Laws in the performance of these Terms by the Payment Aggregator;

11.1.3. A claim that the Services provided by the Payment Aggregator infringe Intellectual Property Rights or any other proprietary right of a third party;

11.1.4. Breach of representations, warranties or covenants under these Terms by the Payment Aggregator; or

11.1.5. Disputes raised by users in relation to the transactions, attributable solely to any act or omission by the Payment Aggregator.

11.2. The Merchant shall indemnify and hold the Payment Aggregator, its directors, managers, officers, employees and agents harmless from and against all losses, liabilities, damages and expenses (including reasonable attorney fees and costs) ("Payment Aggregator Losses") arising from claims, demands, actions or other proceedings as a result of:

11.2.1. Fraud, negligence and wilful misconduct by the Merchant in the performance of these Terms;

11.2.2. Violation of applicable Laws in the performance of these Terms by the Merchant;

11.2.3. A third party claim against the Payment Aggregator in relation to any product or service (as the case may be) offered by the Merchant on the Merchant Platform;

11.2.4. Breach of representations, warranties or covenants under these Terms;

11.2.5. Disputes raised by the users (including Chargeback requests) in relation to a transaction where such dispute is not attributable to Services provided by the Payment Aggregator; and

11.2.6. Any fine, penalty or other cost imposed by the Facility Providers on the Payment Aggregator due to any transaction by the Merchant which is not in compliance with applicable Law or breaches any guidelines issued by the Facility Providers (to the extent they apply to the Merchant). It is clarified that the Merchant shall not be required to indemnify the Payment Aggregator in case of any fine, penalty or cost which is solely attributable to the Payment Aggregator.

11.3. Except with respect to Merchant Losses arising from (i) fraud, negligence and wilful misconduct of the Payment Aggregator; or (ii) a third party claim in relation to the Payment Aggregator infringing intellectual property rights of any third party; the aggregate liability of the Payment Aggregator in connection with these Terms (whether under tort, contract or any other claim) shall not exceed an amount equal to the aggregate Fees received or receivable in respect of transactions settled during the 12 (twelve) month period prior to the date of the claim.

11.4. Notwithstanding anything else contained in these Terms, no Party shall be liable for any indirect loss, consequential loss, remote loss, special loss, loss of profits or revenue, or any other similar loss arising out of or in connection with these Terms.

12. Governing Law

12.1. The construction, validity and performance of these Terms and all non-contractual obligations arising from or connected with these Terms shall be governed by the laws of India.

12.2. Subject to Clause 13 below, each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Bengaluru, India over any claim or matter arising under or in connection with these Terms.

13. Dispute Resolution

13.1. If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of these Terms (whether before or after the termination or breach of these Terms) the concerned representatives of the Parties shall promptly and in good faith negotiate with a view to an amicable resolution and settlement of the dispute.

13.2. In the event no amicable resolution or settlement is reached within a period of 30 (thirty) days ("Amicable Discussion Period") from the first meeting or discussion between the concerned representatives of the Parties in relation to a dispute, such dispute or difference shall be referred to a sole arbitrator mutually appointed by the Parties within 15 (fifteen) days of the expiry of the aforesaid Amicable Discussion Period or, upon the failure of the Parties to agree upon a sole arbitrator, a sole arbitrator would be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and any amendments thereof. The seat and venue of arbitration will be Bengaluru, India and all arbitral proceedings shall be conducted in English.

13.3. The existence of any dispute or difference or the initiation or continuance of the arbitration proceedings shall not postpone or delay the performance by the Parties of their respective obligations pursuant to these Terms. It is agreed that the sole arbitrator shall also determine and make an award as to the costs of the arbitration proceedings.

14. Miscellaneous

14.1. Force Majeure: No Party shall be liable for any delay or default in the event such Party is unable to perform any of its obligations under these Terms as a result of an "Act of God", fires, earthquakes, war, armed aggression, riots, epidemics, pandemics, vandalism, hacking, theft, phone service disruptions, internet disruptions, loss of data, extreme or severe weather conditions, and such events, not caused due to the fault of the affected Party, or any other delay or failure which arises from causes beyond such Party's reasonable control and without negligence or willful misconduct of the Party otherwise chargeable with failure, delay or default (hereafter referred to as a "Force Majeure Event"). The Party whose performance has been so affected shall immediately give written notice to the other Party of the facts which constitute the Force Majeure Event and shall do everything reasonably possible to resume performance. For the avoidance of doubt, a Force Majeure Event shall exclude any event that a Party could reasonably have prevented by testing, work-around, or other exercise of diligence. If the period of non-performance exceeds 30 (thirty) days from the receipt of written notice of the Force Majeure Event, either Party may, by giving written notice, terminate the Agreement.

14.2. Disclaimers: Notwithstanding anything else in these Terms, the Payment Aggregator shall not have any liability for the failure or delay of the PA Infra to operate or function in case such failure or delay: (i) is caused by the acts or omissions of the Merchant; (ii) results from actions taken by the Facility Providers or the Payment Aggregator in a reasonable good faith effort to avoid violating a Law or to prevent fraud; (iii) results in any direct, indirect or consequential damages occurring to the Merchant while using the PA Infra, which arise out of any inadvertent error in the PA Infra and which are beyond the control of the Payment Aggregator; (iv) result from any actions taken by the Facility Providers which result in revoking the access of the Payment Aggregator to the facilities provided by such Facility Provider (which enable the functioning of the PA Infra); or (v) result from any interruption or stoppage in a Customer's access to and/or use of the Services.

14.3. Notices: All notices, consents, or approvals required by these Terms shall be (i) in writing and delivered personally, sent by reputable overnight courier service (charges prepaid), sent by certified or registered air mail (postage prepaid), or sent by email to the Parties at the addresses/email ID of the authorized signatory or as may be designated in writing by the respective Parties; or (ii) delivered in any other manner mutually agreed upon by the Parties in writing. Notices shall be deemed given: at the time delivered by hand, if personally delivered; at the time received, if sent by reputable overnight courier service or by registered or certified mail as evidenced by the applicable written receipt; and if sent by email, on the date of transmission, if transmitted before 5.00 p.m. on a Working Day, and in any other case on the Working Day following the date of transmission, provided that in both cases no notification of failure of delivery of the email has been received by the sender. All notices to the Payment Aggregator shall be mandatorily sent to vasanth@dreamplug.in.

14.4. Inspection, Right to Audit and Preservation of Record: The Merchant shall keep complete and accurate records of all operations and expenses in connection with the Agreement. All said records shall be kept on file by the Merchant during the term of these Terms and for a minimum period of 10 (ten) years from the date of termination, or such other period as required by applicable Law. If an audit is required, the Merchant shall cooperate with the Payment Aggregator's internal or external auditor and regulators to assure a prompt and accurate audit. The Merchant shall also cooperate in good faith with the Payment Aggregator to correct any practices which are found to be deficient as a result of any such audit, within a reasonable time after receipt of the audit report. Such audits or reviews will be at the expense of the Payment Aggregator.

14.5. Relationship: This Agreement has been entered into on a principal-to-principal basis and nothing contained in these Terms shall be deemed to constitute a joint venture, partnership or agency relationship between the Parties. Each Party shall not, and shall procure that its agents, subsidiaries, sub-contractors, affiliates and employees do not, in any way whatsoever hold itself or themselves out as, nor permit itself or themselves to be held out as, the legal representative, agent or employee of the other Party for any purpose whatsoever, nor assume or create in writing or otherwise any obligation of any kind, express or implied, in the name of or on behalf of the other Party.

14.6. Equitable Relief: The Parties acknowledge that, in addition to any and all legal remedies, claims regarding Intellectual Property Rights or Confidential Information may be remedied by specific performance, injunction or other appropriate equitable relief.

14.7. Severability: In case any one or more of the provisions contained in these Terms shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable Laws, and such invalidity or unenforceability shall not affect the other provisions of these Terms.

14.8. Waiver: No waiver of any provision of these Terms shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by the other Party of any provision hereof shall be deemed to be a waiver of any preceding or subsequent breach of that or any other provision hereof.

14.9. Further Assurance: Each Party shall cooperate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms and to ensure the complete and prompt fulfillment, observance and performance of the provisions of these Terms and generally that full effect is given to the provisions of these Terms.

14.10. Survival: Notwithstanding any other provision to the contrary herein, the following provisions shall survive termination or expiration of these Terms for any reason: Clause 1 (Definitions), 6 (Representations and Warranties), 8.6 (Consequence of Termination), 9 (Confidentiality), 11 (Indemnity), 12 (Governing Law), 13 (Dispute Resolution) and 14 (Miscellaneous).

14.11. Entire Agreement: These Terms, along with the Merchant Onboarding Form, constitute the entire agreement between the Parties pertaining to the subject matter contained herein and embody all the terms and conditions agreed upon between the Parties, and supersede and cancel in all respects all other previous agreements and understandings of the Parties, whether oral or written, pertaining to the subject matter of these Terms.

14.12. Assignment: Either Party may assign the rights and obligations under these Terms only with the prior written consent of the other Party.

Prohibited Category Annexure

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; apparatus such as personal massagers/vibrators and sex toys and enhancements.
2. Alcohol, which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
3. Body parts, which includes organs or other body parts – live, cultured/preserved or from cadaver.
4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam).
5. Cable TV descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.
6. Child pornography in any form.
7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright protection.
8. Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials.
9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software.
10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods.
11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs including but not limited to salvia and magic mushrooms.
12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items.
13. Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction.
14. Gaming/gambling which includes lottery tickets, sports bets, memberships/enrollment in online gambling sites, and related content.
15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property.
17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes.
19. Offensive goods which includes literature, products or other materials that: a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; b) encourage or incite violent acts; c) promote intolerance or hatred.
20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.
21. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a recognized and licensed medical practitioner in India or anywhere else.
22. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.
23. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications.
24. Securities, which includes stocks, bonds, mutual funds or related financial products or investments.
25. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.
26. Traffic devices, which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products.
27. Weapons, which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
28. Wholesale currency, which includes discounted currencies or currency exchanges.
29. Live animals or hides/skins/teeth, nails and other parts, etc. of animals.
30. Multi-level marketing schemes or pyramid/matrix sites or websites using a matrix scheme approach.
31. Any intangible goods or services or aggregation/consolidation business.
32. Work-at-home information.
33. Drop-shipped merchandise.
34. Web-based telephony/SMS/text/facsimile services or calling cards; bandwidth or data transfer/allied services; voice process/knowledge process services.
35. Products labeled as "tester," "not for retail sale," or "not intended for resale".
36. Products that have been illegally altered to change the product's performance, safety specifications, or indications of use.
37. Merchants which deal in any of the following: (a) immigration services (apart from consultancy); (b) loose diamonds; (c) guaranteed employment services; (d) religious products which are making false claims or hurting someone's religious feelings; (e) adoption agencies; (f) pawnshops; (g) esoteric pages, psychic consultations; (h) telemarketing (calling list, selling by phone, for example travel services, overall sales); (i) credit counselling/credit repair services; (j) get-rich businesses; (k) bankruptcy services; (l) websites depicting violence and extreme sexual violence; or (m) bestiality.
38. Any product or service which is not in compliance with all applicable laws and regulations, whether federal, state, local or international, including the laws of India.

The Payment Aggregator reserves the right to, remove, vary or amend these Terms at any time by posting an updated version on its website, at its own discretion or to comply with the requirements of applicable Laws and/or Facility Provider. The updated version of these Terms shall supersede the previous version of the Terms and take effect immediately upon posting. You have the right to opt-out of agreeing to these Terms or any future updated version of the Terms of Use, by writing to us at support@dpspl.co.in. However, please be aware that your continued use of the Services from the launch of any updated Terms would mean deemed acceptance of such updated Terms including any modification thereof. We recommend you to keep checking the Terms of Use often to be familiar with any updates and changes.