TERMS & CONDITIONS

By accessing and browsing the website www.indiaonlinepay.com of Golden Legand Leasing and Finance Limited and by signing up with India Online Pay including but not limited to downloading any content from the site or Installing any part of the India Online Pay Service , you agree to and accept the Terms and Conditions as set forth below.

This section shall govern the terms of use for payment gateway service of Golden Legand Leasing and Finance Limited provided by India Online Pay. This Terms and Conditions is a legal document between You (“Sub Merchant”/ Merchant) and Golden Legand Leasing and Finance Limited ("India Online Pay", "we", "our" or "us") governing your relationship with India Online Pay. You (Sub Merchant) and India Online Pay are hereinafter individually referred as “Party” and collectively referred to as "Parties".

The India Online Pay website https://www.indiaonlinepay.com/ is copyrighted and proprietary to Golden Legand Leasing and Finance Limited. Access is limited to authorized users only. To become an authorized user, you must enter into an agreement with Golden Legand Leasing and Finance Limited and obtain an identification code and password from Golden Legand Leasing and Finance Limited for use solely by your entity and the employees, officers and directors of your entity and solely to access the India Online Pay® website and the India Online Pay® mars backend for purposes of compliance with your obligations set forth in the these Terms and Agreement. Any use of your assigned identification code and password not expressly authorized herein or distribution of the same is prohibited. All rights not expressly granted herein are reserved by Golden Legand Leasing and Finance Limited.

These Terms and Conditions shall govern the terms of use of India Online Pay Online Payment Gateway Solutions (“India Online Pay services”) and collecting and transfer of amount collected through online payments received through India Online Pay service. In the event that all the parties have agreed in writing that other terms and conditions shall apply, the latter terms and conditions shall apply only for the specific arrangements for which they have been agreed.

We reserve the right, at our sole discretion to modify at any time the Terms and Conditions without any prior written notice to you. Any modifications will be effective immediately upon the date of posting of the modified Terms and Conditions on our website and you hereby waive any right to receive additional notice of such changes or modifications. Your continued use of Services following the posting of changes will mean that you accept and agree to the modified terms and conditions; therefore it is your responsibility to review these Terms and conditions, policies and guidelines as mentioned herein. If you do not agree to any of the amended terms or the revised terms, you must stop using the services. Any use of the Services in violation of these Terms and Conditions may result in among other things termination or suspension of your right to use the Services. When you use any of the services provided by us, you will be subject to rules, guidelines, policies, terms, and conditions applicable to such services, as may be modified from time to time and they shall be deemed to be incorporated into this terms and conditions and shall be considered as part and parcel of this terms and conditions. You are solely responsible for firstly, understanding and secondly, complying with any and all laws, rules and regulations that may be applicable to you in connection with your use of the Services. These Terms and Conditions are the electronic record in terms of Information Technology Act, 2000 and its subsequent amendments. These terms and conditions are administered and governed by the Laws of India and rules and guidelines set by Reserve Bank of India, Financial institutes, Card Companies from time to time.

By either installing the services or using them or both, you further agree to accept the terms mentioned in Privacy Policy and the Sub Merchant Agreement executed between the parties. You must forward all the requisite documents and shall be required to enter in to Sub Merchant Agreement with India Online Pay for processing your Sub Merchant account. India Online Pay will not release any pay out to you unless the entire documentation process is complete. You are aware that India Online Pay is liable to comply with all the rules and guidelines set by RBI and other financial institutes, hence you shall co-operate and provide all the necessary documents as and when asked by India Online Pay.

1. SCOPE OF SERVICE OF INDIA ONLINE PAY:

• India Online Pay has agreed to use the facilities that are offered through Internet by various acquiring Banks and Financial Institutes, Card Companies, Online Payment Option Providers, software providers and third-party service providers collectively known as facility providers. Services here, include payment gateway services, electronic commerce solutions, net banking facilities, and provides authorization and settlement facilities in respect of payment instructions initiated by various customers of the sub-merchants on the sub-merchant’s apps and websites. These facility providers allow India Online Pay to use the payment gateways developed by them to process all type of Online Payment Instruments and all online transaction initiated on sub Merchants websites and apps.


• India Online Pay is inter alia engaged in the business of offering e-commerce services, which include bill presentments / payment and accepting instructions through the internet with respect to payments made to the customers using valid Payment Instruments to purchase/ avail various products and services offered by Sub Merchant and accordingly transfer funds from the Customer’s bank account to the Sub Merchant’s bank account.


• India Online Pay has signed up with facility Providers for providing e-commerce services and has requested them to accept the instructions given by customers of sub-merchant through a valid online payment instrument and support India Online Pay to facilitate the online transactions and further direct and settle the proceeds of transactions from Customers bank account to India Online Pay’s account and in turn to the sub-merchants bank account.


• India Online Pay has also established a web-site with the domain name www.India Online Pay.com (“the Site”) to enable its Sub Merchant to link up with various payment gateways as well as facility provider. This is to enable the Sub Merchant’s customers to place orders for purchase and pay for the goods and services through the Internet;


• We are desirous of passing on all these services to its appointed sub-merchants as more particularly hereinafter provided on the terms and conditions hereinafter appearing and subject to the sub-merchant thereby giving the indemnities and the declarations hereinafter contained.


• Along with services mentioned herein; if required by Sub Merchant India Online Pay shall additionally provide Electronic Bill presentment and payment settlement under Bharat Bill Payment System (BBPS) to the sub-merchant according to details listed in the Terms and Conditions, here.


• The Sub Merchant shall be bound by the approval and registration process as per the set process of India Online Pay.

TERMS AND CONDITIONS:

• DEFINITIONS:
  
  
  • "Acquiring Bank" shall mean and enlist various banks and financial institutions licensed under the Payment and Settlement Systems Act, 2007 to acquire, authorize and authenticate the online payment transactions.
  
  
  • "Sub Merchant Agreement/ Agreement" shall mean this agreement, declaration and indemnity and any and all tables, schedules, appendices, annexures and exhibits to be executed between the Parties.
  
  
  • "Authentication" shall mean the process by which the Customer’s identification is authenticated by the Card Company/Acquiring Banks/ Payment Instrument Provider.
  
  
  • "Authorization" shall mean the process hereunder by which the Issuing Institution and/or the relevant Acquiring Banks/ Payment Instrument Provider Card Company electronically or otherwise convey the approval of a transaction charge that is undertaken by a customer on websites, app and web link.
  
  
  • "Card Company/ies" shall mean and include Master Card, Maestro, Visa, Diners, American Express and NPCI etc. which authorizes and enables card transactions.
  
  
  • "Customer" means any person holding a Valid Payment Instrument and who desires to purchase Services or Products from the Sub merchant and makes payment for the same over the Internet on India Online Pay’s Web site using a Payment Instrument.
  
  
  • "Customer Order" shall mean a purchase order for goods or availing of services provided by the Sub Merchant at the Sub Merchant’s Site and made by the Customer at the Sub Merchant’s Site. The Customer Order shall be designated by a unique Order Number on mention or use of which the details of the order could be obtained by the Customer from the Sub Merchant on-line at the Site, including without limitation details of the status of the order.
  
  
  • "Customer Charge" means
    
    
    • Product - It means that the sale price of the Product purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, expenses and charges in respect of the Product that are to be charged to the Customer’s Valid Credit Card/Debit Card/Bank Account or any other payment mechanism.
    
    
    • Services – It means that the sale price of the services rendered to the Customer plus the all other taxes, duties, costs, charges and expenses that are to be charged to the customer’s credit card, debit card, bank account or any other payment mechanism.
    
    
  • "Delivery" means,
    
    
    • In respect of a Product, delivery of the Product by a reputed courier /parcel service to the Customer at the address specified by the Customer in this behalf, or
    
    
    • In respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Sub Merchant to India Online Pay electronically through their India Online Pay account backend to the satisfaction of India Online Pay and The Facility Providers. India Online Pay and The Facility Providers reserve the rights to call for physical proof of delivery in respect of a Service, delivery/performance of the Service.
    
    
  
  
  • "Effective Date" means the date of signing up/registering with India Online Pay or by Clicking the Acceptance Button or Installing Any Part of The Service whichever earlier by the Sub Merchant.
  
  
  • "Facility Providers" means various Acquiring Banks and Financial Institutes, Card Companies, Online Payment Option Providers, software providers, as well as third party service providers that participate in Authorization/ Authentication/ Facilitation of online payments. These facility providers allows India Online Pay to use the internet payment gateways developed by them to process all type of Online Payment Instruments and all online transaction initiated by the customer on the sub merchants websites and apps.
  
  
  • "Financial Institutes": means all bank and non-banking financial institutes or any financial institute other than Acquiring Banks, Card Companies and Payment Instrument providers that are authorized to participate as facilitator of an online transaction.
  
  
  • "Issuing Bank" in respect of a Customer, means the bank which has issued the Valid Card and/or any other Payment option to the Customer with which Customer makes the payment for the Products / Services.
  
  
  • "Payment Instrument/s" means a valid payment instruments physical or virtual, issued by an authorized Card Company, Financial Institute and any other Payment Instrument Providers that enables the customer to purchase sub-merchants’ products and services.
  
  
  • "Payment Instrument Provider" shall mean any legal entity authorized to issue online Payment Instruments such as wallet, prepaid cards etc. The term Payment Instrument provider does not include Financial Institutions, Card Companies or Acquiring Banks.
  
  
  • "Product" means a tangible product that is manufactured or distributed by the Sub merchants, and that is purchased by the Customer, the payment for which is to be made on the Customer’s Valid Credit Card/Debit Card/Bank Account.
  
  
  • "Proof of delivery" shall mean
  
  
  • In respect of Product, sufficient legitimate records evidencing Delivery of the Product to the customer. All proof of delivery of shall be maintained by the sub merchant for a period of at least one year from the date of delivery by the Sub Merchant and shall be open to inspection by India Online Pay and the facility providers at any time whatsoever.
  
  
  • In respect of Service, sufficient legitimate records evidencing receipt of the service to the customer. All proof of delivery shall be maintained by the sub-merchant for at-least one year from the date of delivery by the sub- merchant and shall be open to inspection by India Online Pay and the facility providers at any time whatsoever.
  
  
  • "Payment Mechanism" way the entire processing and facilitation of on-line payments with the aid of India Online Pay with assist of the offerings of Facility vendors, mechanism via the Internet utilising the Internet Banking facility; net based digital commerce, net payment gateway of various Facility Providers and via such other modes and mechanisms of payment and shipping as may be notified with the aid of India Online Pay once in a while.
  
  
  • "Service" means tangible or intangible services provided to the customer by the Sub Merchant the payment for which is to be made on the Customer’s Valid Credit Card/Debit Card/Bank Account.
  
  
  • "Transaction Discount Rate" way, the non-refundable charge charged to the Sub Merchant by means of India Online Pay at the transaction amount processed via India Online Pay price gateway machine and it includes the Merchant Discount Rate as notified through the Reserve Bank of India, the Facility Providers every now and then and the processing and other fees charged via India Online Pay as its provider prices from time to time. The Transaction Discount Rate is one-of-a-kind of GST and/or any other Taxes as notified by means of the Government on occasion. The Transaction Discount Rate that's intimated/ communicated by manner of a written electronic communication from India Online Pay to the Sub Merchant shall be binding on the Sub Merchant. However, the Transaction Discount Rate can be revised quarterly by way of India Online Pay.
  
  
  • "Transaction" means delivery of the orders by the sub-merchant to the customer of the Product(s) / Services in respect of which the Order was placed.
  
  
  • "India Online Pay Site" shall mean the web-site with the domain name "http:// www.indiaonlinepay.com" established by India Online Pay for the purposes of enabling on-line trading instructions by the Customers of the Sub Merchant to India Online Pay.
  
  
  • "Sub Merchant’s Site" shall mean the web-site / mobile app/ web link registered with India Online Pay established by the Sub Merchant for the purposes of enabling its Customers to place orders through the Internet.
  
  
  • TERM; NON-EXCLUSIVE:
    
    
    • Term: These terms and conditions shall become effective on the Effective Date and shall remain in full force until a notice of termination by India Online Pay or the Sub Merchant.
    
    
    • Non-exclusive: Nothing in this phrases and conditions shall limit India Online Pay from furnishing the offerings much like the ones furnished underneath these Terms and Agreement to others, inclusive of competition of the Sub Merchant.
  
  
  • PAYMENT TERMS:
    
    
    • Subject to the terms of this terms and conditions, India Online Pay will send to Sub Merchant’s Bank Account all customer charge from Transactions taking place on Sub Merchant’s website using the Payment Mechanism of India Online Pay, minus any fees including TDR, invalidated payments, chargebacks, refunds or any bank fees or penalty by banks for excessive chargebacks or refunds, applicable taxes, any excess amount paid to Sub Merchant and other amounts that the Sub Merchant owe to India Online Pay. If there are insufficient funds available in Sub Merchant’s account, India Online Pay shall claim from the Sub Merchant such amount to the extent the funds are insufficient; which the Sub Merchant on receipt of the claim undertakes forthwith to pay to India Online Pay without any delay.
    
    
    • Non-exclusive: Nothing in this phrases and conditions shall limit India Online Pay from furnishing the offerings much like the ones furnished underneath these Terms and Agreement to others, inclusive of competition of the Sub Merchant.
    
    
  
  
  • Rejection of Payment
    India Online Pay and the Facility Providers may reject payment in respect of Orders where:
    
    
    • The Sub Merchant has not obtained a necessary authorisation or India Online Pay, the Facility Providers and the Acquiring Banks are entitled to reject payment in terms of Clauses hereof;
    
    
    • Any Order which the Customer refuses to pay because the Product / Service was not as promised or was defective or was not delivered;
    
    
    • The card-issuing bank advises that the credit card number does not match any number on file;
    
    
    • Payment in respect of the Order or the relevant instalment of the purchase price has already been made;
    
    
    • Any Products or services provided by the Sub Merchant using India Online Pays’ payment Mechanism without prior written approval of India Online Pay.
    
    
    • The Order was not confirmed by Sub Merchant within 12 calendar days from the date the Order was placed;
    
    
    • Any amount duly receivable by India Online Pay from Sub Merchant.
    
    
  • Where India Online Pay and the Facility Providers is entitled to reject payments in respect of an Order or demand a refund, India Online Pay shall be entitled to set off and deduct from any payment due to the Sub Merchant, and in doing so India Online Pay may:-
    
    
    • debit the Sub Merchants Account held with India Online Pay, forthwith; and/or;
    
    
    • deduct the outstanding amount from subsequent credits to the Sub Merchants Account, and/or;
    
    
  
  
  • if there is insufficient funds available therein; claim from the Sub Merchant the amount paid to the Sub Merchant by India Online Pay in respect of the relative sales; which the Sub Merchant on receipt of the claim from India Online Pay undertakes forthwith to pay to India Online Pay, the amount of the refund to the extent to which such funds proves inadequate; Payment of Customer charge in respect of an Order shall be made as per the TDR, Other charges and Payment schedule agreed by both the parties. This has to be submitted in writing through electronic communication from time to time. The Customer charges to be paid in the in the bank account of the Sub Merchant instructed by the sub merchant in writing and on receipt of proof of Delivery of the relevant Product / Service and India Online Pay will deliver its payments to the Sub Merchant as promptly after these dates as is practicable.
  
  
  • Taxes: Each Party shall bear and pay respective Taxes as made applicable by the Government authorities from time to time. The covenants of sub-merchant to comply with all the compliances mandated under the Goods and Services Tax (GST) as and when the same is implement by the relevant Government authority, including but not limited to filing valid tax return relating to its transactions with India Online Pay. In case any credit, refund or other benefit under GST is denied to India Online Pay or is delayed due to any non-compliance by the Sub Merchant (such as failure to upload the details of Supply of Goods/service on the GSTN portal, failure to pay GST to the Government, lower compliance rating etc.) or due to non-furnishing or furnishing of incorrect or incomplete documents by the Sub Merchant with the Government or India Online Pay , the Sub Merchant agrees to indemnify, defend and hold harmless India Online Pay and reimburse India Online Pay for the loss including ,but not limited to, the tax loss, interest, penalty, reasonable costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise. This is including, without limitation, reasonable attorneys’ fees and costs (whether or not a suit is filed).
  
  
  • Sub Merchant’s minimal deposit account stability (If applicable): It is mutually agreed by means of the Sub Merchant and India Online Pay, that India Online Pay may keep a minimum amount “Reserve Deposit Amount” out of quantities payable to the Sub Merchant in phrases of Clause three hereof. The Sub Merchant is of the same opinion that India Online Pay will impose Transaction Limits or extra Reserve Deposit Amounts, both briefly or completely, that are more restrictive than limits placed at the Sub Merchants that allows you to lessen India Online Pay's affordable apprehension of hazard of loss underneath varying situations.
  
  
  • COVENANTS AND REPRESENTATIONS OF THE SUB MERCHANT:
    
    
    • India Online Pay and the Facility Providers shall not be a party to the Agreement or dispute between the Customers and the Sub Merchant. In the event of any dispute between the customer and the sub-merchant, whether in relation to any deficient, improper or incomplete service provided by the Sub Merchant or otherwise, India Online Pay and the Facility Providers shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.
    
    
    • The Sub Merchant undertakes to make timely payments of all the monies, charges, and chargeback amounts, refund amount duly payable to India Online Pay as and when demanded by India Online Pay. Sub Merchant also undertakes to payback any amount received in excess or erroneously from India Online Pay within 7 (Seven) days of receipt of claim from India Online Pay without any delay, demur or protest.
    
    
    • The Sub Merchant assures and guarantees to India Online Pay and the Facility Providers that the Sub Merchant is acting in compliance with and shall at all-time act in compliance with all laws, rules and regulations, notification, and guidelines set by RBI/ India Online Pay, Acquiring Banks, Card Companies i.e. Master Card, Visa, American Express Card etc and the Facility Providers and further assures and guarantees that the products and services mentioned on India Online Pay website at link https://www.indiaonlinepay.com/ shall not be sold on the Sub Merchants site using services of India Online Pay. Any product or service which is not in compliance with the laws and regulations of the national and international bodies shall not be offered by the Sub Merchant to its customers through the services of India Online Pay.
    
    
    • The Sub Merchant further confirms, undertakes and assures that in the event of violation of any of the byelaws and standards of RBI, Acquiring Banks, Card Companies i.e. Master Card, Visa, American Express Card etc , the Facility Providers and India Online Pay by the Sub Merchant AND any penalty or charge imposed by the RBI, Acquiring Banks, Card Companies i.e. Master Card, Visa, American Express Card etc and the Facility Providers on India Online Pay for any violation or for any reason whatsoever, the Sub Merchant shall on receipt of the claim from India Online Pay undertakes forthwith without any demur, protest, dispute or delay, to pay to India Online Pay, the amount of the penalty / fine imposed by the Facility Providers on India Online Pay
    
    
    • The Sub Merchant shall not at any time require the Customer to provide the Sub Merchant with any details of the accounts held by them with the Issuing Banks or Payment Instrument Provider including, the passwords, account number, card numbers and PIN which may be assigned to them by the Issuing Banks or Payment Instrument Provider from time to time.
    
    
    • In the event of any inconsistency between any provision of these terms and conditions and the standards set out by Facility Providers, the standards shall govern
    
    
    • The Sub Merchant is aware that India Online Pay and the Facility Providers are not guaranteeing any transactions with the Customers in any manner whatsoever.
    
    
    • The Sub Merchant shall use India Online Pay’s services and other facilities offered on India Online Pay’s site only for the Sub Merchant’s web-site/ mobile app/ web link as registered with India Online Pay and for no other site/s. The Sub Merchant shall use India Online Pay Payment Gateway services only for products and services mentioned in approved by India Online Pay and for no other products or services. In case of any deviation from the services without prior written approval of India Online Pay, the Sub Merchant undertakes to be abiding by the decisions of India Online Pay including suspension of the pay out or refund to customer or termination of India Online Pay services.
    
    
    • The Sub Merchant acknowledges that the Facility Providers and India Online Pay have the right to enforce any provision of the standards and to prohibit any Sub Merchant conduct that may injure or may create a risk of injury to the Facility Providers and India Online Pay including injury to reputation, or that may adversely affect the integrity of the Facility Providers and India Online Pay’s core payment systems, information or both. The Sub Merchant agrees that he will not take any action that might interfere with or prevent exercise of this right by the Facility Providers and India Online Pay.
    
    
    • The Sub Merchant shall take all precautions as may be feasible or as may be directed by India Online Pay and the Facility Providers to ensure that there is no breach of security and that the integrity of the link between the Sub Merchants Site, India Online Pay’s site and the Payment Mechanism is maintained at all times. In the event of any loss which may be due to a link breach or due to the link being improper / in violation of the provisions of this clause, the loss shall be to the account of the Sub Merchant and the Sub Merchant shall indemnify and keep indemnified India Online Pay and the Facility Providers from any loss as may be caused in this regard.
    
    
    • The Sub Merchant herby grants to India Online Pay and the Facility providers, a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and sub-merchant logos solely in connection with the marketing of their services to the public. The Sub Merchant shall prominently display on its Website and in other online marketing materials if applicable, a statement/logo/image provided by India Online Pay and or upon instructions of facility Provider.
    
    
    • The Sub Merchant represent and warrant to India Online Pay and the Facility providers that: (a) Sub Merchant is duly organized, validly existing and in good standing under the Laws of the territory in which its business is registered, and a resident of India for income tax purposes; (b) Sub Merchant has all requisite license. Registrations, right, power and authority in full force to avail India Online Pay services and perform its obligations and grant the rights, licenses and authorizations hereunder; and (c) Sub Merchant and its subcontractors, agents and suppliers will comply with all applicable Laws in the performance of its obligations and exercise of the rights under these terms and conditions.
    
    
    • The Sub Merchant states that the individual signing/registering/ accepting by clicking the Acceptance Button of this terms and conditions is an authorized representative of the Sub Merchant and is thereby completely authorized to bind the sub merchant to the contracts. They are also authorized to provide the information and documentation submitted in connection with the agreement to be executed between the parties are complete and correct in all material respects. Sub Merchant authorizes India Online Pay to obtain and verify, and to continue to obtain and verify any information submitted by Sub Merchant any relevant information regarding principals, partners, officers or other authorised representatives of Sub merchant and any other individuals listed by Sub Merchant, and for India Online Pay use such information as reasonably necessary during the course of providing the services contemplated here under as well as for India Online Pay to share such information with its affiliates or as otherwise allowed by applicable law.
    
    
    • If the Sub Merchant is providing the online payment gateway services or services similar to online Payment Gateways or is going store the confidential data of customers on sub merchants website then the sub-merchant shall be PCIDSS certified and shall continue to be certified as per the required regulations with respect to the security obligations pertaining to India Online Pay Services provided by India Online Pay. The sub-merchant hereby undertakes and agrees it shall not store any confidential information of the Customers such as card details customer confidential details etc if it is not PCIDSS certified and shall further indemnify India Online Pay in case of any claim, proceeding, loss or liability arising due to non-compliance of the same.
    
    
    • The Sub merchant undertakes to be abided by the Master Card Rules all the time, the detailed manual of the rules can be referred from the link: (http://www.mastercard.com/us/merchant/pdf/BM-Entire_Manual_public.pdf) this link is subject to change as per the amendments made in manual of Master card, uploaded from time to time. Important sections of the master card rules include the following:
      
      
      • On an on-going basis, the Sub merchant to promptly provide India Online Pay with the current address of each of its offices, all “doing business as” (DBA) names with a complete list and description of services and products sold.
      
      
      • In the event of any inconsistency between any provisions of the Sub merchant Agreement executed between the Parties and the Standards (i.e. the Manual), the Standards (the Manual) will govern.
      
      
      • India Online Pay may require the sub merchant’s website to carry out changes that it deems necessary or appropriate to ensure that the Sub merchant remains in compliance with the Standards governing the use of the Marks.
      
      
      • The Sub Merchant Agreement automatically and immediately stand terminated if the Master Card Corporation de-registers India Online Pay or if the Facility providers ceases to be a customer for any reason.
      
      
      • India Online Pay may, at its discretion or at the direction of its Facility providers, immediately terminate the Sub merchant Agreement for activity deemed to be fraudulent or otherwise wrongful by India Online Pay, and Facility providers.
      
      
      • The Sub merchant acknowledges and agrees:
        
        
        • To comply with all applicable Standards, as amended from time to time;
        
        
        • That the Master Card Corporation is the sole and exclusive owner of the Master Card Marks;
        
        
        • To not contest the ownership of the Master Card corporation (Marks) for any reason;
        
        
        • The Master Card Corporation may at any time, immediately and without advance notice, prohibit the Sub merchant from using any of the Master card Marks for any reason;
        
        
        • The Master Card Corporation has the right to enforce any provision of the Standards and to prohibit the Sub merchant and/or its Payment Facilitator from engaging in any conduct the corporation deems could create a risk of injury to the Master Card Corporation. This includes injury to reputation, or that could adversely affect the integrity of the Interchange System, the Corporation’s Confidential Information as defined in the Standards, or both; and
        
        
        • The Sub merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation.
        
        
    • The Sub Merchant undertakes to be abiding by the rules and regulations formed by the governing authority in respect of the Anti-Money Laundering Act 2002, Information Technology Act 2000 and subsequent Amendments incorporated thereon.
      
      
      • The Sub Merchant hereby undertakes that, all the representations made herein are true and valid as per law of India. The Sub Merchant represent that the Sub Merchant holds valid licenses, brand proofs, tie-up agreements from its business Associates and the Sub Merchant is legally authorised to sale the services and the products.
      
      
      • The Sub Merchant upon change in details shall provide supporting documents to India Online Pay. The Sub Merchant shall provide the KYC documents to Merchant on an interval of one year.
      
      
      • The Sub Merchant shall keep updated on its website all the Policies including but not limited to Privacy Policy, Refund and Return Policies, Chargeback Policy (I accept Policy).
      
      

      5. DATA PROTECTION:

      • All the data processed in respect of the India Online Pay services are subject to the data Privacy Regulations under applicable laws. Sub Merchant and India Online Pay shall be subject to and will comply with the Information Technology Act, 2000 and the Information Technology General Data Protection Regulation (GDPR) (EU) 2016/679 as amended from time to time, (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011. Also inclusive are any other applicable Laws restricting
      
      
      • India Online Pay employees, contractors or agents may, in connection with the services provided by India Online Pay collect Personal Information in relation to Sub Merchant (including Sub Merchant Customers, employees and directors) India Online Pay may process, use and disclose, transfer and store the Sub Merchants customers personal information for purposes connected with the India Online Pay services and otherwise for the purposes of its legitimate business and business operations or as required by law.
      
      
      • Insofar as information provided, or to be provided, by Sub Merchant to India Online Pay includes the Personal Information of customers, Sub Merchant represents and warrants that it has obtained prior informed consent in writing from each customer to whom any Personal Information relates to, in order for India Online Pay to comply with applicable data privacy regulations and which allows India Online Pay to collect, use, disclose, process, transfer and store such information for the purposes specified in these terms and conditions, including in the circumstances described above, and will provide India Online Pay with such consent as and when requested by India Online Pay.
      
      

      FAIR USE OF INDIA ONLINE PAY SERVICES:

      • The Sub Merchant shall use the services of India Online Pay only for the purpose of receiving online payments against the products/ services approved by India Online Pay. Using the services of India Online Pay for any other purpose shall entitle India Online Pay to take appropriate legal action and/or charge penalty suspend all the pay-outs to the Sub Merchant.
      
      
      • The Sub Merchant shall not misuse the services of India Online Pay for illegal gains including but not limited to illicit use of Credit Cards.
      
      
      • The Sub Merchant in case of any fraud or ill intentional transaction by customer shall cooperate with India Online Pay and forward all necessary transaction and customer details to India Online Pay at the earliest.
      
      
      • The Sub Merchant data related to transactions taking place through India Online Pays’ payment gateway services shall be stored by India Online Pay for a maximum period of one year from the date of transaction. Post completion of this one year the data will automatically get deleted from India Online Pays’ database. India Online Pay shall not be liable to produce the data that is older than one year.
      
      
      • Breach by Sub Merchant: If India Online Pay, the Facility Providers suspects, on reasonable ground, that the Sub Merchant has committed a breach of these terms and conditions or agreement or dishonestly or fraud against India Online Pay, the Facility Providers, or any customer, India Online Pay shall be entitled to suspend all payment to the Sub Merchant pending enquiries by India Online Pay. India Online Pay shall not be liable to pay any interest upon the suspended pay-outs during or after the pendency of the inquiry. India Online Pay reserve right to charge appropriate penalty to the Sub Merchant in case of breach of terms of these terms and conditions or agreement. India Online Pay may adjust such penalty amount from the next pay out of Customer Charge. In the event of no balance in the Sub Merchant account, the Sub Merchant shall make the payment of such penalty amount; failure to make payment of the Penalty amount will result in an interest over the penalty. Breach by Customer: in case the Customer of Sub Merchant commits fraud against the Sub Merchant using India Online Pay’s services, India Online Pay in such cases shall be entitled to suspend the pay-outs of the disputed amount till the issue is resolved between Sub Merchant and Customer. India Online Pay shall not be liable to pay any interest upon the suspended pay-outs during or after the pendency of the inquiry
      
      
      • Authorisations: The Sub Merchant shall obtain authorisation from India Online Pay, before accepting any Customer Order. This process of Authorisation is an automated real-time process.
      
      

      7. CHARGEBACK AND REFUND:

      • The Sub Merchant agrees that payment made in respect of any Customer Order, in respect of which the Customer or Issuing Bank raises a claim, demand, dispute or chargeback on India Online Pay or the Facility Providers for any reason whatsoever or in case of refund initiated by the Sub Merchant shall be the financial responsibility of the Sub Merchant. The chargeback or refund shall be processed as per the set processes of Facility Providers and India Online Pay. Once the chargeback is received and the sub merchant is ordered to make payment of the chargeback amount or in case of refund once the refund requested is initiated by the Sub Merchant, the Sub Merchant shall make the payment of the chargeback/ refund amount as the case may be without any demur or protest, dispute or delay. The Sub Merchant shall make payment of chargeback amount within 48 hours from the time of receiving the request for making payment of chargeback and or in case of refund immediately at time of initiating the refund. The Sub Merchant hereby agrees that all refunds and chargebacks shall be the sole responsibility of the Sub Merchant and India Online Pay shall not be liable for any claims or disputes. The Sub Merchant agrees to indemnify India Online Pay in respect of any claims, disputes, penalties, cost and expenses arising directly or indirectly in relation to refunds or chargebacks.
      
      
      • If India Online Pay and/or the Facility Providers determine that the Sub Merchant and/or its business associates registered with India Online Pay are incurring an excessive amount of Chargebacks or refunds, India Online Pay may establish controls or conditions governing the Transactions contemplated under these terms and conditions, including without limitation, by (a) establishing new processing fees, (b) by requesting a reserve in an amount reasonably determined by India Online Pay to cover anticipated Chargebacks and refunds (c) by asking the Sub Merchant to first make payment of the chargeback amount / refund amount and then only process the chargeback and refund request.(d) delaying or suspending pay-outs to Sub Merchant, (e) block the refund or refuse to process (f) adjusting the chargeback and refund amount from the Customer Charge payable to Sub Merchant and (g) imposing penalty amount if any charged by Facility Providers (h) charge interest over the chargeback and refund amount (i) terminating or suspending India Online Pay Services.
      
      
      • The Sub Merchant hereby authorises India Online Pay to appropriate the Sub Merchant’s current balance amounts with India Online Pay to the extent of the aforesaid chargeback and refund and any other moneys due to India Online Pay by the Sub Merchant. If there is insufficient funds available therein; the Sub merchant shall within 48 (Forty eight ) hours of finding out negative balance or insufficient balance in his Merchant Accounting and Reporting System (M.A.R.S) Interface and/or on receipt of the e-mail from India Online Pay and/ or claim from India Online Pay undertakes forthwith without any demur, protest, dispute or delay, to pay to India Online Pay, the amount of the chargeback/dispute / refund to the extent to which such funds proves inadequate. Without prejudice to any other of India Online Pays rights and remedies, in the event that the Sub Merchant does not make any payment to India Online Pay by its due time (within48 hours) or on demand as required by India Online Pay. India Online Pay shall be entitled to charge interest on such overdue amount upon completion of the said 48 hours (as the case may be) until the date of payment in full, at the rate of 2-4 % per month, solely as per India Online Pay’s discretion. It is agreed that any claim or dispute arising out of non-payment of refund / insufficient balance shall be the absolute liability of the Sub Merchant AND the Sub Merchant hereby indemnifies India Online Pay, and the Facility Providers against any claims, dispute initiated by any Customers/ Facility Provider or any third party / Authority enforced on India Online Pay, banks/card companies/payment service provider etc. for the non-refund of such transactions.
      
      
      • Credit Facility on refunds: Since the Sub Merchant will not be allowed to initiate refunds of amount greater than the balance amount held with India Online Pay; The Sub Merchant may face refund related issues from the Customers such as, “the refunds were blocked by India Online Pay due to insufficient or no balance amount in Sub Merchant account held with India Online Pay”. In order to avoid such refund issues and to continue the smooth refund process, the Sub Merchant may avail the credit facility on refunds where in India Online Pay at its sole discretion may allow the Sub Merchant to initiate refunds of amount greater than the balance amount available with India Online Pay. To avail the Credit facility the Sub Merchant shall give separate written instructions to India Online Pay, India Online Pay on its sole discretion may grant the Credit Facility on refund to the Sub Merchant. The Sub Merchant agree that the repayment of credit facility on refund shall be governed by all the sub clauses (i), (ii) and (iii) above and also by the special terms and conditions formed by India Online Pay for credit facility on refund.
      
      

      8. INDEMNITY:

      • The Sub Merchant hereby undertakes and agrees to indemnify, defend and hold harmless India Online Pay and the Facility Providers including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly which is not limited to but is inclusive as a result of:
        • Breach or non-performance by the Sub Merchant of any of its undertakings, warranties, covenants, declarations or obligations under these terms and conditions;
        
        
        • Breach of confidentiality and intellectual property rights obligations by the Sub Merchant;
        
        
        • Any claim or proceeding brought by the Customer or any third party against India Online Pay and/or the Acquiring Banks in respect of any Products or Services offered by the Merchant;
        
        
        • Any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Sub Merchant, its employees, contractors, agents, Customers or any third party;
        
        
        • Chargebacks or refunds relating to the Transactions; and incapacity of Sub Merchant to make payment against the chargeback/ refunds or any amount due payable to India Online Pay;
        
        
        • Breach of law, rules regulations, legal requirements (including RBI regulations, Facility Providers rules) in force in India and/or in any place from where the Customers is making the Transaction or where the Product is to be delivered; or
        
        
        • Any fines, penalties or interest imposed directly or indirectly on India Online Pay on account of Sub Merchant t’s or Transactions conducted through the Sub Merchant under these Terms and Conditions.
        
        

        The indemnities provided herein shall survive the termination of India Online Pay Services.

      
      

      9. WARRANTY

      • India Online Pay and the Facility Providers disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Sub Merchant acknowledges that India Online Pay and the Facility Providers may not be uninterrupted or error free. The Sub Merchant also acknowledges that the services provided by the facility providers to India Online Pay which is passed on to the Sub Merchant, can be in any event brought to an abrupt for any reason whatsoever.
      
      
      • India Online Pay’s sole obligation and the Sub Merchant’s sole and exclusive remedy in the event of interruption to the Services or loss of use and/or access to India Online Pay’s Site, and the facility Providers facilities, shall be to use all reasonable endeavours to restore the services and/or access to the payment mechanism as soon as reasonably possible.
      
      
      • In case if the Sub Merchant’s customer raises a claim on any of India Online Pay or the Facility Providers, the Sub Merchant shall release India Online Pay (and its directors, employees, compliance officers, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind that is suspected and unsuspected, arising out of or in any way connected with such claims or disputes.
      
      
      • India Online Pay, and the Facility Providers shall not be liable to the Sub Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with India Online Pay’s site and services, and the facility provider’s facilities.
      
      

      10. TERMINATION:

      • Immediate Termination:
        
        
        • Termination for Breach: - Either Party may terminate these Terms and Agreement with immediate effect if the other Party commits any breach of the terms.
        
        
        • Termination in Case of Violation of Law:- In addition to any other termination rights, India Online Pay may terminate these Terms and Agreement immediately without liability upon verbal or written notice if (i) India Online Pay or the Facility Providers is notified or otherwise determines in good faith that the Sub Merchant or is using India Online Pays services and facilities in furtherance of any activity which violates any law, rule, or regulation or (ii) India Online Pay, or the Facility Providers or any of their directors, officers, employees or stockholders are made the subject of civil / criminal action or investigation or are threatened by such action as a consequence of use of the Facility or services by the Sub Merchant. (iii) If Facility Providers de-registers the Sub Merchant.
        
        
        • Termination for Disruption: If any program or facility used by India Online Pay to implement this Agreement is disrupted or terminated by the Facility Provider for any reason India Online Pay may terminate this agreement immediately.
        
        
      • Termination by notice: - In addition to any other termination rights, either Party may terminate these Terms and Agreement on 30-days written notice to the other.
      
      
      • Termination for non-use:- India Online Pay may terminate these Terms and Agreement, if the Sub Merchant fails or neglects to use the facilities and services of India Online Pay and the acquiring Banks for a continuous period of 180 days.
      
      
      • Withholding of charge on termination: - In the event that either of the Parties serve a notice of termination of these Terms and Agreement on the other party, India Online Pay shall be entitled to withhold for a period of 210 days from the date of such notice, 40 % of amounts payable to the Sub Merchant in terms of Clause 3 in respect of each Customer Charge arising after the date of such notice. In the event that India Online Pay terminates this Agreement as a result of breach of any of the terms of this Agreement by the Sub Merchant, India Online Pay shall be entitled to withhold for a period of 210 days from the date of such breach 100 % of amounts payable to the Sub Merchant according to the Clause 3 terms of this Agreement in respect of each Customer Charge arising after the date of such breach.
      
      
    
    

11. INTELLECTUAL PROPERTY:

Each party i.e. the sub-merchants and India Online Pay shall retain all ownership rights, title, and interest in and to its own products and services and all intellectual Property Rights therein, subject only to the rights and licenses specifically granted in writing.

12. FORCE MAJEURE:

India Online Pay and the Facility Providers shall not be liable for any failure to perform any of its obligations under these Terms and Agreement if the performance is prevented or hindered by a Force Majeure Event (defined below).

13. SUB - ID CREATION

In case of addition of Business Associate/s, Business Associate” shall mean entity/Merchant referred or on-boarded by the Sub Merchant as per the terms and conditions and Agreement through a mandate letter the Sub Merchant shall give written instructions to India Online Pay in the format as specified by India Online Pay from time to time. Following terms should additionally apply to the arrangement of creating any sub- Id. The Sub Merchant will be allotted a main Merchant ID (MID) by India Online Pay. Through the agreement executed between the parties, the Sub Merchant will be able to enable the Business Associates to receive online payments from the end customers. For the said purpose India Online Pay has agreed to create sub- IDs for the Business associates of the Sub Merchant. The addition of any new Business associates shall be intimated by Sub Merchant to India Online Pay in the format specified by India Online Pay. India Online Pay shall make the pay-out of the Customer Charge after due deductions to the designated Bank account of the Sub Merchant or the Business Associate as directed by the Sub Merchant in writing. The Sub Merchant will provide the necessary documents of such business associates as per the requirements of India Online Pay. The Parties have agreed that all the terms and conditions, warranties, covenants addressed to Sub Merchant herein shall be equally applicable to the Business associates of the Sub Merchant. Any default, chargeback, refund, claim observed or received on Business Associates’ MID shall be the responsibility of the Sub Merchant. The Sub Merchant here by indemnify India Online Pay for the acts and omissions of the business Associates. To avail the facility of Sub- IDs the Sub Merchant must intimate India Online Pay in writing, India Online Pay reserves right to approve or reject the onboarding of Business Associate. Termination of this these Terms and Agreement will automatically terminate all the sub-ids.

14. GENERAL PROVISIONS:

• Jurisdiction and governing law: The laws of India only and no other nation shall govern these Terms and Agreement. The Parties involved here will agree to submit to the exclusive jurisdiction of the Courts located in Mumbai, India as regards any claims or matters arising under or in relation to these terms and conditions.


• Disclosure of information: India Online Pay will be entitled at any time to disclose information concerning the Sub Merchant to any authorised assignee, Facility Providers or to its own employees or directors basis in connection with the Payment Gateway Mechanism facilities provided by India Online Pay. This clause shall survive the termination of these Terms and Agreement. The Sub Merchant shall not, without the prior written consent of India Online Pay, the Facility Providers, disclose the identity of any Customer who has entered into a Transaction or any information whatsoever relating to any Transactions to any other person or otherwise use any information acquired by it in relation to such Customers other than for the purposes of this these Terms and Agreement except where (i) information already known or independently developed by the recipient prior to or independent of the disclosure; (ii) information in the public domain through no wrongful act of the recipient, (iii) information received by the recipient from a third party who was not under any legal impediment to disclose it, (iv) information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction to the extent specified in the order.


• The individual accepting this terms and conditions certifies that he/she is an authorized principal, partner, officer, or other authorized representative of Sub Merchant, is thereby fully authorized to bind Merchant to contractual obligations and is authorized to provide the information contained in this Application. The authrorised signatory of this Application also certifies that all information and documentation submitted in connection with this Application are complete and correct in all material respects. Sub Merchant authorizes India Online Pay to obtain and verify, and to continue to obtain and verify, any information submitted in this Application, including banking information, financial credit, or other information about Merchant, any relevant information regarding principals, partners, officers, or other authorized representatives of Merchant, and any other individuals listed on this Application, including the individual signing below, and for India Online Pay to use such information as reasonably necessary during the course of providing the services contemplated here under as well as for India Online Pay to share information with its affiliates as allowed by applicable law.


• Notices
  
  
  • Any notice, direction or instruction given under this these Terms and Agreement to India Online Pay shall be in writing and delivered by hand, post, cable, facsimile or telex to 506, Shri Ramkrishna Chambers, Plot No 67B, TPS – IV, Linking Road, Khar (W), Mumbai – 400052, Maharashtra, India
  
  
  • Notice will be deemed given: In the case of hand delivery or registered mail or e-mail or overnight courier upon written acknowledgement of receipt by an officer or other authorized employee or representative of the receiving party;
  
  
  • Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this these Terms and Agreement for the purpose of rendering the services.
  
  
  
  

15. ARBITRATION:

The parties will endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to these Terms and Agreement. If amicable settlement is failed, then the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 (and any subsequent amendment to this act) shall govern the arbitration proceedings. The arbitration shall be held in Mumbai, India. The arbitration language shall be English and the arbitration proceedings will be held before the sole Arbitrator appointed by mutual consent of both the parties. Any arbitration award will be final and binding on the parties, and judgment there on may be entered in any court of competent jurisdiction. These Terms and Agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of India. The court and courts of Mumbai shall alone have jurisdiction in all matters.