By clicking on this tab,  You (“Merchant”, “You” or “Your”):

(A) Offer, and accept, to receive services of Newbazaar Technologies Private Ltd ( “Company” , “ShopSe”, “We” or “Us”) with respect to payment processing facilities and services and

(B) Agree that You have read the merchant terms and conditions (as available on the link: ( Link to be inserted) (“Merchant Terms and

Conditions”), along with the privacy policy of ShopSe (as available on the link:

www.getshopse.com/privacy-policy) (“Privacy Policy”) and You hereby accept the same as

binding upon You.

 

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, THE USER EXPRESSLY AGREES TO AND CONSENTS TO BEING IRREVOCABLY BOUND BY THIS AGREEMENT AND ALL OF THE TERMS SET OUT HEREIN. IF THE USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED. SHOPSE WILL PROMPTLY CANCEL THE ASSOCIATION AND THE USER MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE.

 

BY CHECK-MARKING ACCEPTANCE OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BEING LEGALLY AND IRREVOCABLY BOUND BY THIS AGREEMENT AND ALL OF THE TERMS SET OUT HEREIN. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU SHALL NOT USE THE SERVICES, SHOPSE WILL PROMPTLY CANCEL THE ASSOCIATION AND YOU SHOULD NOT ACCESS, USE OR INSTALL ALL OR ANY PART OF SERVICES

 

  1. DEFINITIONS AND INTERPRETATION 

 

In this Agreement, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:

 

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  1. “Act” means the Payment and Settlement Systems Act, 2007 and the rules, regulations, guidelines and notifications framed and/or issued thereunder.

  2. “Acquirer” shall mean entities, including but not limited to banks, financial institutions and Card Payment Networks, authorised under the Act to operate Payment Systems.

  3. “Affiliate” in relation to a Person, means any other Person, directly or indirectly Controlling, Controlled by, or under Common Control of or with, that Person or any Person or entity forming part of such Person. If such Person is an individual, the term Affiliate shall include a relative of such individual; Control” means, with respect to any Person: (i) the ownership of more than 50% (Fifty percent) of the equity shares or other voting securities of such Person; or (ii) the possession of the power to direct the management and policies of such Person; or (iii) the power to appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person by virtue of ownership of voting securities or management or contract or in any other manner, whether  directly or indirectly, including through one or more other Persons; and the term “Common Control” and “Controlled by” shall be construed accordingly;

  4. “Agreement” means this agreement along with schedules hereto as amended from time to time.

  5. “Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to the Party or subject matter in question.

  6. “Activation Date” means the date on which the Merchant starts availing Services.

  7. “Chargeback” shall mean the reversal (such reversal being requested by an Issuer pursuant to a request from the Issuer’s Customer) of the debit of the Transaction Amount that was charged to the Customer, where the reversal is approved by the Issuer following examination of the Transaction related documents and information furnished by the Merchant, consequently resulting in the Acquirer charging ShopSe the Transaction Amount and charges or fines associated with processing the Chargeback.

  8. “Chargeback Amount” shall mean the aggregate amount that the Acquirer or Issuer charges ShopSe pursuant to a Chargeback.

  9. “Chargeback Documents” has the meaning ascribed to the term in Section B.

  10. "Customer" or “Payer” shall mean any Person who is effecting a Transaction by using a Payment Instrument.

  11. “Dashboard” is a ShopSe owned and established electronic information management tool that visually tracks, displays and stores metrics and data points pertaining to Transactions.

  12. “Facility Providers” includes banks, financial institutions, and technology service providers, including Acquirer, Nodal Banks and Card Payment Networks, facilitating the Transaction or any part thereof.

  13. “Force Majeure Event” means any event, not within the reasonable control of the Party affected, which that Party is unable to prevent, avoid or remove by the use of reasonable diligence. Force Majeure Event shall, to the extent such events and circumstances or their consequences satisfy the requirements mentioned herein-above, comprise the following events and circumstances namely: war, hostilities, invasion, armed conflict, act of foreign enemy, embargoes, riot, insurrection, prolonged labour stoppages, acts of terrorism, sabotage, nuclear explosion, earthquakes, fires, typhoons, storms and other natural catastrophes.

  14. “Governmental Authority” means any central or state government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government.

  15. “Issuer” means (i) a bank or financial institution that offers and/or issues cards on behalf of the Card Payment Networks, such as inter alia Visa, MasterCard or American Express; (ii) a bank that offers accounts; and (iii) an entity authorised under the Act to issue a Prepaid Payment Instrument.

  16. “Nodal Account” is an account held by ShopSe with a Nodal Bank for the purpose of receiving the Transaction Amount and affecting settlements to the Merchant or the Merchant’s third party vendor (where authorised by the Merchant).

  17. “Nodal Bank” means a bank that is authorised by the RBI under its circular DPSS.CO.PD.NO.1102/02.14.08/2009-10 dated November 24, 2009, to operate a Nodal Account.

  18. “Nodal Bank Working Days” means days on which the Nodal Bank is operational to undertake settlements.

  19. “NPCI” means the National Payments Corporation of India constituted under the Act.

  20. “OFAC” means the Office of Foreign Assets Control constituted under the law of the United State of America.

  21. “Payment Instrument” includes credit card, debit card, bank account, Prepaid Payment Instrument or any other instrument issued under Applicable Law, used by a Customer to pay the Transaction Amount.

  22. “Payment System” has the meaning ascribed to the term in the Act.

  23. “Permissible Deductions” means ShopSe Fees and Chargeback Amount.

  24. “Person” includes an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organisation, a joint stock company, a bank, a non-banking financial company or other entity or organisation, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity;

  25. “Personal Data '' means ‘personal information’ and ‘sensitive personal date or information’ as defined under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 as amended from time to time.

  26. “Platform” means a digital platform set up by the Merchant, to inter alia offer products or services or permit Payers to effect Transactions which are facilitated by ShopSe.

  27. “Refund” means processing of the Merchant’s request to ShopSe, through the option available on the Dashboard, for returning the Transaction Amount (or part thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.

  28. “RBI” means the Reserve Bank of India constituted under the Reserve Bank of India Act, 1934.

  29. “Services” means the services set out in Section B.

  30. “Transaction” means an order or request placed by the Customer with the Merchant (or a third party vendor availing of Merchant’s services) by paying the Transaction Amount to the Merchant, using ShopSe Services, to (i) purchase products or; (ii) avail of services 

  31. “Transaction Amount” means the amount paid by the Customer in connection with Transaction.

 

  • Scope & Services -

 

ShopSe is a Payment and Discovery solution which facilitates payments and enables Store Discovery and acts as such by creating, hosting, maintaining and providing Services to you via the Internet. ShopSe provides its Services to customers through 'ShopSe' branded mobile payments app, which acts as a container for various payment instruments including but not limited to Credit , Debit Cards and Third Party Lenders. 

ShopSe facilitates payments and services in connection with online transactions for products or services concluded on and through the ShopSe App and website, or any third party merchant app, website, physical store or any individual both within and outside the PhonePe network.
By using the Services, you acknowledge and agree that ShopSe is not a bank and the Services should in no way be construed as the provision of banking services.ShopSe offers its services in compliance with local laws and regulations.

 

The Parties shall diligently perform their respective duties and responsibilities under the Merchant Agreement in respect of the scope and purpose , such that the Company is able to maximize the reach of the Company Services to the Customers (including by provision of value-added services). To this objective, the Company and the Merchant, during the Term, shall perform all its respective duties, responsibilities and obligations as specified in Section B (Duties, Responsibilities and Obligations)).

  • Commercials  / Service Fee Payments - ShopSe shall settle each transaction performed by the Customer in relation to the purchase of the Merchant Products using the ShopSe Platform, as applicable, to the bank account of the Merchant, after deducting MDR ( as agreed by the merchant during the self on boarding process) for each transaction and as per the settlement terms stated in the Agreement( Timeline specified in Section B ). To use the Services, ShopSe may require you to submit valid bank account information for a bank account in your name that is held with a bank located within India ("Your Bank Account"). You will use only a name you are authorized to use in connection with the Services and will update such information as necessary to ensure that it remains accurate and complete at all times. You authorize ShopSe to verify your information (including any updated information), and to charge Your Bank Account for any sums payable by you to ShopSe including taxes. All payments to you will be made to Your Bank Account, via cheque or electronic transfers, or through any other means specified by ShopSe. You agree that ShopSe will not be liable for any failure to make payments to you as a result of incomplete or inaccurate information provided by you with respect to Your Bank Account or any other relevant account information.

 

In addition to our aforesaid right, ShopSe may instead choose to either (a) offset any amounts including tax that are payable by you to ShopSe against any payments ShopSe may make to you, (b) invoice you for amounts (including taxes) due to ShopSe, in which case you will pay the invoiced amounts and taxes upon receipt of the invoice; or (c) seek payment by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency (INR), and all payments contemplated by this Agreement will be made in the Local Currency. If ShopSe discovers erroneous or duplicate transactions, we reserve the right to obtain reimbursement from you by deducting from any future payments owed to you, or seeking reimbursement by any other lawful means. ShopSe’s right to obtain reimbursement from you will not limit your rights to dispute, in good faith dispute, any amounts we maintain are due or payable.

 

If ShopSe reasonably conclude based on information available to us that your actions or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with your use of the Services, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) days following the initial date of suspension of payments; or (b) completion of any investigation(s) regarding your actions or performance in connection with the Agreement.

 

  1. Representations and Warranties -  Each Party represents and warrants that, (a) it has the power and requisite authority, permission, approval and sanction to enter into and to exercise its rights and to perform its obligations hereunder; (b) it has taken all necessary action to authorize the execution of and the performance of its obligations hereunder; (c) the obligations expressed to be assumed by it hereunder are legal, valid, binding and enforceable; (d) neither execution nor performance of the Merchant Agreement will contravene any provision of any applicable laws; or any contract, agreement or document by which it is/may be bound; and (e) its Marks do not infringe the trademarks or other intellectual property and/or proprietary rights of any third party, and the license of the same to the concerned Party does not violate the provisions of, or constitute a default under, any contract to which the Party or any of its affiliates is a party or by which it is bound. Further, The Company disclaims all other warranties, either expressed or implied, including any warranty of merchantability or fitness for a particular purpose, in regard to the Company Platform.

 

  1. Confidentiality - During the course of your use of the Services, you may receive information relating to ShopSe or to the Services that is not known to the general public ("Confidential Information"). You agree that:

(a) all Confidential Information will remain ShopSe’s exclusive property;(b) you will use Confidential Information only as is reasonably necessary for your use of the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and(c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. You may not issue any press release or make any public statement related to the Services, without our advance written permission, or misrepresent or embellish the relationship between us in any way.

You further agree not to disclose this Agreement or the contents hereof, and any amendments or annexures hereto or any contents thereof without the prior written consent of ShopSe.

Each Party recognizes and acknowledges that the other Party would not have any adequate remedy at law for the breach by the receiving Party of any one or more of its obligations contained in this Clause (“Confidentiality”), and agrees that, in the event of any such actual or potential breach, the non-breaching Party may, in addition to the other remedies which may be available to it, seek such injunctive or other equitable relief, without the requirement to post a bond or other security.

 

  1. Intellectual Property - All data, information, inventions, intellectual properties (including patents, trademarks, copyrights, design and trade secrets), “know-how”, new uses and  processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software (collectively referred to as “ShopSe Intellectual Property”): (a) related to the Services contemplated under this Agreement, that are (i) pre-existing; and/or (ii) conceived, generated, derived, produced or reduced to practice, by ShopSe or any of its Affiliates, as a result of the Services performed by ShopSe or such Affiliate shall be and remain the exclusive property of ShopSe or such Affiliate. For the avoidance of any doubt, intellectual property created by ShopSe or its Affiliate in the course of undertaking its duties and obligations under or during the Term of this Agreement is presumed to be owned by ShopSe (or the Affiliate) unless otherwise stated in writing.

 

ShopSe hereby grants to Merchant, for the Term of the Agreement, a non-exclusive, non-assignable, non-sublicensable and revocable license to use ShopSe platform and Dashboard. 

 

‘Nothing contained herein shall authorise the Parties to use, apply, invade or in any manner exploit or infringe the intellectual property rights of the other Party without prior written consent of the other Party, the usage shall be in compliance with this Agreement and such approval and policies may be notified from time to time. In addition, the Parties undertake not to infringe the intellectual property rights of any third party.

 

Notwithstanding anything contained herein, the ownership of the data of customers, will always solely remain with ShopSe.

 

Upon termination of this Agreement all rights relating to the Intellectual Property developed by ShopSe during the Term of this Agreement  for performance of Service thereto shall continue to vest with ShopSe and the Merchant shall not have any right whatsoever over such Intellectual Property.

Exclusivity. From the date of this Agreement to the next 24 months , Merchant  ( its respective Affiliates or any of its Affiliates’ representatives to)agrees to work solely and exclusively with ShopSe for all its EMI related payment requirements, and any deviation from this would result in breach of agreement.

 

  1. Fraudulent Transactions 

 

If ShopSe is intimated, by a Facility Provider, that a Customer has reported an unauthorised debit of the Customer’s Payment Instrument (“Fraudulent Transaction”), then ShopSe 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 Facility Providers. If the Fraudulent Transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions set out in Section B.

 

If the amount in respect of the Fraudulent Transaction has already been settled to the Merchant pursuant to the terms of this Agreement, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI’s notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI’s notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time;


 

  1. Force Majeure

Neither Party shall be in breach of its obligation hereunder if it is delayed in the performance of, or is unable to perform (whether partially or fully), such obligations as a result of the occurrence of a Force Majeure Event (defined below); provided that the Party affected by the Force Majeure Event shall give notice to the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable and in any case within seven (7) days from the date on which the affected Party knew or should reasonably have known of the occurrence of a Force Majeure Event.

 

Each Party shall make all reasonable endeavours to mitigate any delay or interruption to any part of the performance of this Agreement as a result of the occurrence of a Force Majeure Event.

 

If a Force Majeure Event which substantially impairs the performance by a Party of its material obligations under this Agreement occurs and such Force Majeure Event continues for a continuous period of more than ninety (90) days, then either Party may terminate this Agreement at any time thereafter by giving seven (7) days’ prior written notice to the other Party.

 

For the purposes of this Clause 14, the term “Force Majeure Event” means any event, not within the reasonable control of the Party affected, which that Party is unable to prevent, avoid or remove by the use of reasonable diligence. Force Majeure Event shall, to the extent such events and circumstances or their consequences satisfy the requirements mentioned hereinabove, comprise the following events and circumstances namely: war, hostilities, invasion, armed conflict, act of foreign enemy, embargoes, riot, insurrection, prolonged labour stoppages, outages and downtimes systems failures experienced by a Facility Provider, revolution or usurped power, acts of terrorism, sabotage, nuclear explosion, earthquakes, fires, typhoons, storms and other natural catastrophes.

 

Indemnity and Limitation of Liability - The Merchant agrees to indemnify, defend and hold harmless the Company from and against any and all claims, damages, liabilities, losses, judgments, costs (including reasonable attorneys’ fees) arising directly out of, or relating to: (a) Merchant’s fraud, negligence or willful misconduct in the performance of its obligation stated hereunder; (b) breach of any representations, covenants or warranties provided by the Merchant, (c) claims or demands resulting from any damage or personal injury to any third party (including the Customer), resulting from the performance (or non-performance) of the obligations of the Merchant hereunder, (d) any infringement or unauthorized use of intellectual property and associated rights (whether such intellectual property is registered or not) of the Company, and (e) failure to comply with any regulatory/legal requirements and compliances under the applicable laws. Notwithstanding the foregoing, the Company shall have the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice and to institute or defend any claim for which the Company has a right to be indemnified under this clause. The indemnification obligation of the Merchant shall survive the termination of the Merchant Agreement.

 

If a Dispute arises, Merchant will release ShopSe (And its Officers, Directors, employees, agents & Affiliates) from claims, demands, & Damages (Actual & Consequential) of every kind & nature, Known and unknown, suspected & unsuspected,Disclosed and undisclosed, arising out of  OR in any way connected with such disputes.

Neither Party shall be liable to the other Party for any special, consequential, punitive, incidental, or indirect damages, or any damages for lost data, business interruption, lost profits, lost revenue or lost business, arising out of or in connection with the Merchant Agreement, however caused and based on any theory of liability, arising out of the Merchant Agreement, whether or not such party has been advised of the possibility of such damage, and notwithstanding any failure of essential purpose of any limited remedy. In no event will the Company be liable or the Merchant be entitled to claim any monetary damages from the Company under the Merchant Agreement.

 

Term and Termination - The term of the Merchant Agreement will be valid for such period until terminated by either Party, in accordance with the terms stated in this Clause  (“Term”).

Termination for Convenience. It is clarified that the Merchant shall not be permitted to terminate the Merchant Agreement for convenience. It being clarified that the Company may terminate the Merchant Agreement anytime upon providing 1 (one) day’s prior written notice to the Merchant.

Termination for Cause. Each party shall have the right to terminate the Merchant Agreement, by giving a notice in writing to the other party upon the occurrence of any of the following events:

  1. If the other party commits any breach of any of the terms and conditions of the Merchant Agreement and in case such breaching party fails to cure the breach within a period of 30 (thirty) days from the date of notice of breach; and

  2. If the other party: (a) voluntarily becomes the subject of a bankruptcy, insolvency or similar proceeding, or (b) makes a composition with its creditors generally, or (c) if a receiver or administrator or trustee is appointed to take possession of the business or properties or undertaking of such party, or (d) if such Party ceases to carry on its business for a period of 60 (sixty) days as presently conducted, 

The Company shall be entitled to terminate the Merchant Agreement, with immediate effect, if, (a) the business of the Merchant dissolves or ceases to function as ‘on a going concern’; (b) if there occurs any change in the control in the business of the Merchant without prior written approval of the Company; (c) the Merchant does, or facilitates, any fraudulent act; (d) the Merchant is involved in any criminal or illegal activity, or (e) the Merchant misuses the Company Platform (including the Company Products).

Consequences of Termination. Upon termination of the Merchant Agreement:

  1. all rights and license (if any) granted to the Merchant will be revoked and stand cancelled.

  2. Upon termination, the Merchant acknowledges and agrees that the Company shall be the exclusive owner of all intellectual property, Confidential and Proprietary Information, material and other material developed or prepared by the Company during the Term of the Merchant Agreement.

  3. The Merchant shall not be entitled to receive any remuneration or consideration, whereof, pursuant to the termination of the Merchant Agreement.

 

Dispute Resolution -If any dispute arises amongst the Parties hereto during the subsistence of the Merchant Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the Merchant Agreement or regarding a question, including the questions as to whether the termination of the Merchant Agreement has been legitimate, the Parties shall endeavour to settle such dispute amicably.

In the case of failure by the Parties to resolve the dispute in the manner set out above within 7 (seven) days from the date when a dispute is notified by one Party to the other Party, the dispute shall be referred to and finally resolved by a sole arbitrator, appointed by the Company. The arbitration proceedings shall be conducted as per the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be in Mumbai, India and the arbitration shall be conducted in English. The arbitrator/arbitral panel shall also decide on the costs of the arbitration proceedings. The arbitrator/arbitral panel’s award shall be substantiated in writing and the Parties shall submit to the arbitrator/arbitral panel’s award which shall be enforceable in any competent court of law.

 

Settlement Policy: Time for settlement: The settlement towards the transaction performed using the ShopSe platform, shall be done within 3 Nodal Bank working days ( excluding Saturday, Sunday or any other bank holidays, in which case such period will be calculated after deducting the holiday period) excluding bank and public holidays.)

Settlement post termination: You agree and acknowledge that in the event the terms of the Onboarding Documents are terminated by ShopSe (a)no settlement shall be done by ShopSe for any transaction performed by the customer using the concerned ShopSe Technology/App, and (b) you shall stop, and cease to use any ShopSe Products (and related services). Further, the amount received by ShopSe pursuant the transaction performed by customer shall be refunded to the customer, through the medium through which the transaction was performed.

 

Refund Policy - Any refunds shall be claimed, before the customer leaves Your payment counter, only upon the occurrence of any of the following instances, And the Merchant agrees that the decision taken by ShopSe in relation to any refunds shall be final and binding. The Merchant agrees and acknowledges that subject to availability of funds received in the Nodal Account pursuant to Transactions, the Merchant is entitled to effect Refunds.The Merchant further agrees and acknowledges that initiation of Refunds is at the discretion of the Merchant and ShopSe shall process a Refund only upon initiation of the same on the Dashboard.All Refunds initiated by the Merchant shall be routed through the same Acquirer that processed the Transaction Amount related to the Refund.

 


 

Section B : DUTIES, RESPONSIBILITIES AND OBLIGATIONS

 

  1. Duties and responsibilities of the Merchant

 

    1. The Company shall be authorized (and be provided related support by the Merchant) to do photography at the Merchant Stores which can be listed and uploaded on the Company Platform.

    2. ShopSe platform is  used for making transactions for only such products/services  that fall within the approved category of ShopSe as per terms hereof. Further, You will not deal (or perform business) in types of goods or services as listed in Schedule I 

    3. That the Merchant will not misbehave or try to influence the Customer to use the Company Platform for the purpose other than as agreed under the Merchant Agreement.

    4. It shall be Merchant’s responsibility to appropriate bill the Merchant Products /  Services as selected by the customer, and at no point in time, the Company shall be responsible for any wrong billing of the Merchant Products.

    5. The Merchant shall ensure that each of the Customers (whether or not using the Company Platform) visiting the Merchant Stores are given exactly the same treatment and attention (without any discrimination), as the other customers of the Merchant.

    6. The Merchant shall bear its financial responsibility arising out of or in connection with the Merchant Agreement, including but not limited to, infrastructure cost (if any) for any installation in the Merchant Stores, etc.

    7. The Merchant authorizes the Company to collect the amount(s) paid by the Customer towards the Merchant Products purchased from the Merchant Stores using the Company Platform. The Merchant further agrees and acknowledges that the Company shall deduct MDR from the transaction amounts paid by the Customer using the Company Platform towards the purchase of the Merchant Products/ Services, as specified and detailed in the Merchant Agreement.

    8. Any data relating to transaction performed using Company Platform will be processed and passed on to the Company on a daily/real-time basis, and the Merchant shall inform the Company immediately in case of any discrepancies in the settlement amounts.

    9. All transactions performed by Customers using Company Platform are in Indian Rupees, unless otherwise approved in writing by the Company.

    10. All the support and assistance, as and when required, is provided to the Company for an audit and/or inspection by the Company (or its nominees or assigns) and/or its auditors and/or regulators and/or any such third party appointed by the Company (a) of books and records, accounts, premises, transactions performed by the Merchant using Company Platform, and/or (b) of all the daily transaction (including related reports and other data in relation to the Customer(s).

    11. The Merchant shall (upon request from the Company) affix any/all materials (“Material(s)”) in the Merchant’s premises (including Merchant Stores), as may be provided by the Company, for such duration as may be required by the Company. In case the Merchant wishes to remove the Materials, the Merchant will reach out to the Company for the same.

    12. The Merchant acknowledges that any transaction performed/completed by the Customer(s) through the Company Platform in relation to the Merchant Stores shall be construed as an agreement between the Merchant and the Customer, and the Merchant shall bear full responsibility for performance of its obligations to the Customer, including but not limited to fulfilment of orders placed by the Customer.

    13. The Merchant shall not, nor shall the Merchant allow any other person or entity, to reverse engineer, decompile, or use any other means to try to ascertain the source code of the Company Products.

    14. The Merchant shall not, nor shall the Merchant allow any other person or entity, to sell or re-sell, license or rent the Company Products.

    15. The Merchant shall ensure that the (i) Company Products placed in the Merchant Stores are not stolen, and (ii) are not permitted to be taken outside the premises of the Merchant Store. Any loss incurred to the Company under this provision, shall be remedied by the Merchant and the Company shall have the right to recover damages from the Merchant in the manner it deems fit.

    16. If ShopSe receives a Chargeback request from a Customer, then the Merchant will forthwith be notified of the Chargeback.

 

    1. The Merchant shall be entitled to furnish to ShopSe documents and information (“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback in order to substantiate (i) the completion of the aforesaid Transaction and/or; (ii) delivery of goods / services sought by the Customer pursuant to the said Transaction. Provided however if the Merchant is desirous of furnishing the Chargeback Document, the Merchant shall do so within five (5) days (or such other period specified by the Acquirer) of receiving notification of the Chargeback under paragraph 1.p of this Section B.

 

    1. The Merchant agrees and acknowledges that (i) if the Merchant is unable to furnish Chargeback Documents and/or; (ii) the Issuer is not satisfied with the Chargeback Documents furnished by the Merchant, then the Issuer shall be entitled to order the Acquirer or ShopSe to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the Customer’s Payment Instrument.

 

    1. Pursuant to paragraph 1.r of this Section B and subject to paragraph 1.t, if the customer raises a  Chargeback Amount to ShopSe, then the Merchant agrees and acknowledges that ShopSe is entitled to charge such Chargeback Amount to the Merchant by way of deduction from the Transaction Amounts to be settled to the Merchant subsequent to ShopSe incurring the charge of the Chargeback Amount.

 

    1. The Merchant further agrees and acknowledges that following ShopSe incurring the charge stipulated in paragraph 1.s, if the available Transaction Amounts are insufficient for deduction of the Chargeback Amount, then ShopSe is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. The Merchant shall reimburse the Chargeback Amount within thirty (30) days of receipt of the debit note.

 

    1. On the issuance of notice of termination under Clause “i”, ShopSe reserves the right to withhold from each settlement made during the Notice Period, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of one hundred and twenty (120) days (“Withholding Term”) from the date of termination of this Agreement. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, ShopSe 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 this Agreement.

 

    1. Notwithstanding anything contained in paragraph 1.u of this Schedule I, if the amount withheld pursuant to paragraph 1.u is insufficient to settle Chargebacks Amounts received during the Withholding Term, then ShopSe is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. The Merchant shall reimburse the Chargeback Amount within thirty (30) days of receipt of the debit note

    2. The ShopSe services will be used directly and solely by the Merchants for processing payments towards Products/ Services offered by the Merchant and will not be used by the  Merchant or by other people affiliated to the Merchant in a manner different from that of a medium for payments for goods/services/other Products.

    3. ShopSe shall not be liable in case any amount towards cancelled/reduced Loan has been refunded by the Merchant directly to the Customer. The Merchant shall in such cases also, be liable to pay to ShopSe the Loan amount cancelled/reduced by the Merchant.

    4. The Merchant hereby confirms and undertakes that the invoices in respect of sale of the Product(s) shall be raised by the Merchant for the genuine price of the Product(s) charged to the  Customer which shall be net of any discounts or offers made available to the Customer.


 

  1. Duties and responsibilities of the Company

    1. The Company shall implement a mechanism on the Company Platform by way of which the Customer(s) can access the details of the Merchant Products billed by the Merchant and make payment for the orders billed by the Merchant.

    2. The Company shall on a best efforts basis ensure that the Company Platform has the technical and functional specifications so that Customers upon being present at the Merchant Stores are able to access and select the Delivery Method(s) of the Merchant Products to be billed by the Merchant, which shall be accessed and visible to the Merchant on the dashboard provided by the Company.

    3. The Company shall bear its financial responsibility arising out of or in connection with the Merchant Agreement, including but not limited to, cost associated with providing the Company Product to be installed in the Merchant Stores, etc.

    4. The Company shall provide necessary training (if required) to the Merchant in relation to the use of the Company Platform.

    5. The Company shall duly transfer the Settlement amount within T+3 Nodal Bank working days, ( T= Transaction) into the merchant’s bank account 

 

  1. Obligations of the Parties

    1. The Merchant will not release any publicity or marketing documents or information concerning the Merchant Agreement without the Company’s prior written consent. In no case shall either Party refer to the other Party as an alliance or joint venture partner. While the Merchant Agreement is in effect, the Company may include the Merchant’s name in a list of entities with which it has entered into an arrangement/agreement for the Company Platform (as applicable) without the Merchant’s prior approval.

    2. The Parties shall provide each other with their respective logos (in mutually agreeable formats) for use solely in connection with the activities contemplated under the Merchant Agreement.

    3. The Parties shall, if required, mutually agree to create joint promotional materials in connection with their activities under the Merchant Agreement.

    4. The Merchant agrees and accepts that the Company will establish references of the Merchant Stores on the Company Platform and such other websites owned and operated by the Company within its control or control of its Affiliates regarding the Company Services made available to the Customers.

    5. Neither Party shall be obliged to enter into any agreement with the other Party and will not act in a manner intended to interfere with the cooperative purposes of the Merchant Agreement.

    6. Unless otherwise agreed to by the Parties, each Party will be responsible for the costs and expenses incurred by it in connection with its respective obligations under the Merchant Agreement.

    7. No Disparagement. Notwithstanding anything in the Merchant Agreement, neither Party will make any claims, representations or warranties on behalf of the other Party or bind the other Party, and neither Party is authorized to do so by the Merchant Agreement. The relationship between the Parties will be that of independent contractors. Nothing contained herein will be construed to imply a joint venture, principal or agent relationship, or other joint relationship, and neither Party will have the right, power or authority to bind or create any obligation, express or implied, on behalf of the other Party. During the Term of the Merchant Agreement, each Party shall not make any public statement disparaging the other Party’s Marks, products or services.

    8. Each Party shall ensure that all of its employees, officers, agents and representatives connected with each Party’s obligations under the Merchant Agreement prevent abuse of the Company Platform.

    9. The taxes as may be applicable (and to be levied) on the Merchant Products / Services shall be collected by the Merchants from the Customers and shall be the sole responsibility of the Merchant and not the Company.

 

Schedule I

Prohibited Merchants List

    1. Merchant selling products that are illegal or breach any law or regulation;

    2. Selling legal highs (including, narcotics or other psychotropic substances);

    3. Selling products or services that require licenses, where the license cannot be presented, or the license is not valid;

    4. Selling replica, counterfeit and/or fake goods;

    5. Selling casinos and gambling equipment, including “Junket Operators” that arrange gambling tours;

    6. Betting, bookmaking, racing – car/ animals;

    7. Military arms, firearms ammunitions and related products;

    8. Political candidates or political organizations;

    9. Pornography goods/stores, companion / escort services, dating services/ matchmaker services, online adult membership, adult book stores, adult telephone conversations;

    10. Lotteries, raffles;

    11. Replica and counterfeit merchandise;

    12. Companies engaged in financial services which are not regulated by RBI/any other regulatory body or where relevant licenses are not available even though required;

    13. Body parts, which includes organs or other body parts – live, cultured/preserved or from cadaver;

    14. Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

    15. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;

    16. 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;

    17. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;

    18. Live animals or hides/skins/teeth, nails and other parts etc. of animals;

    19. Merchant establishments where the promoter/partner/proprietor/owner’s name appear in the RBI defaulters/negative list/bank’s internal negative list or such other list which may be published by the bank from time to time;

    20. Lobby groups;

    21. Merchants engaged in products or services where specific licenses are required to operate in local jurisdiction;

    22. Tobacco, cigar and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

    23. Entities engaged in chit funds / unauthorized financial schemes;

    24. Entities owned by politically exposed persons (promoters/owners);

    25. International Merchants not having local presence in India;

    26. Mining / oil drilling & refining;

    27. Credit repair companies /debt consolidation firms;

    28. Houses of worship (e.g., churches, temples etc. for donations) / fund raising by political, religious organizations or institutions / charities or non-profit organizations;

    29. Money changers, remittance services, money transmitters, check cashing business, currency exchange; and/or

    30. Alcohol / wine shops which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne Merchants blacklisted by associations (NMAS/MATCH database).