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Terms & Conditions governing PayZapp for Business

This Online Payment Services Agreement is made and entered into at the place and on the date specified in the PayZapp Application Form / POS Agreement / PG Agreement

HDFC BANK LIMITED, a company incorporated under the Companies Act, 1956 and licensed as a bank under the Banking Regulation Act, 1949, having its registered office at Bank House, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 acting through its branch at the location mentioned in PayZapp Application Form / POS Agreement / PG Agreement (hereinafter referred to as the “Bank”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART; AND The person(s) more particularly described in PayZapp Application Form / POS Agreement / PG Agreement who is hereinafter referred to as the “Merchant” of the OTHER PART; The expression Merchant shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns. The Merchant and the Bank shall be individually referred to as a “Party” and collectively as the “Parties”. WHEREAS:

A. The Bank is engaged in the business of providing banking and other financial services

including inter alia facilitating online payments effected towards e-commerce transactions by the use of credit cards and debit cards;

B. The Merchant is engaged in the business of selling the Products (as hereinafter defined) to its

customers. The Merchant is now desirous of enabling the Customers (as hereinafter defined) who seek to purchase the Products, to make payment of the Purchase Price (as hereinafter defined) in relation to the same, by effecting Card Transaction (as hereinafter defined);

C. In order to enable the Customers to effect the Card Transactions and to enable receipt of such payments by the Merchant and the processing and settlement of Card Transactions which are effected by the Customers on the Internet Payment Gateway, the Merchant has requested the Bank to make available to it, the Services (as hereinafter defined);

D. Based on the representations, warranties and undertakings of the Merchant, the Bank has,

pursuant to the request of the Merchant, agreed to make available to the Customers the Internet Payment Gateway and provide to the Merchant, the Services.

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IT IS NOW AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER: 1. DEFINITIONS AND INTERPRETATION 1.1 In these presents unless there is anything in the subject or context inconsistent therewith, the

capitalised terms listed below shall have the following meanings “Agreement” shall mean this Agreement and any and all schedules to this Agreement or any future modifications or amendments made hereto in accordance with the terms and conditions of this Agreement; "Applicable Law” shall mean any statue, regulation, notification, circular, order, ordinance, requirement, direction, guideline, announcement or other binding action or requirement of any Governmental Authority, which has the force of law in India (or any part thereof); “Authentication” shall mean the process by which a Customer‟s identification is authenticated in the Payment Mechanism; “Authorisation” shall mean the process hereunder by which the Card Issuing Institution (through the relevant Card Association) electronically or otherwise conveys the approval of a charge;

“Authorised Products” shall have the meaning assigned to such term in Clause 8.1(b) (Merchant Representations Covenants and Undertakings) below;

“Authorised Representatives” shall have the meaning assigned to such term in Clause 17.1

(Use of External Agencies) below; “Bank Fee Letter” shall mean any letter or letters addressed by the Bank to the Merchant, referring to this Agreement and setting out the Service Fees payable by the Merchant to the

Bank as specified in Clause 5 (Service Fees) below;

“Banned Products” shall have the meaning assigned to such term in Clause 8.1(b) (Merchant

Representations Covenants and Undertakings) below; “Business Day” shall mean any day of the week (excluding Saturdays, Sundays and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks are open for general banking business in the place where this Agreement has been executed and “Business Days” shall be construed accordingly; “Card” shall mean any unexpired credit card or debit card or prepaid payment instrument which is issued by a Card Issuing Institution designated to issue cards of any Card Association provided that such card is not listed in a current warning or restricted card bulletins or notices; “Card Association(s)” shall mean any of Visa, MasterCard, Visa Electron, Diners, Rupay, Discover or Maestro or any other card association as may be specified by the Bank from time to time;

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“Card Issuing Institution” shall mean a bank or financial institution which has issued the Card to the Customers; “Card Transaction” shall mean the purchase of any Products by the Customer by making payment for such Products through the Payment Mechanism using a Card; “Chargeback” shall mean a transaction by which a refund or price adjustment in connection with a prior Card Transaction is required by a Customer and is returned to the Customer via the Payment Mechanism;

“Chargeback Direction” shall have the meaning assigned to such term in Clause 6.3(b) (Chargeback) below; “Chargeback Event” shall mean any of the events specified in Schedule II hereto;

“Chargeback Intimation” shall have the meaning assigned to such term in Clause 6.3(a) (Chargeback) below;

“Chargeback Monies” shall have the meaning assigned to such term in Clause 6.3(b) (Chargeback) below; “Console” shall mean the web portal, access to which shall be provided by the Bank to the Merchant, which Console may be used for generation of the Payment Links and for viewing the transactions which have been effected by the Merchant; “Credit Transaction” shall mean a transaction by which a refund or price adjustment in connection with a prior Card Transaction is authorised by the Merchant and is returned to the Customer via the Payment Mechanism;

“Credit Transaction Amount” shall have the meaning assigned to such term in Clause 6.2

(Credit Transaction and Refund) below;

“Credit Transaction Intimation” shall have the meaning assigned to such term in Clause 6.2

(Credit Transaction and Refund) below; “Customers” shall mean the persons to whom the Payment Link is sent by the Merchant and who, from time to time, may make payment of the Products which are purchased/availed of by such Customers by effecting a Card Transaction through the Payment Mechanism;

“Customer Information” shall have the meaning assigned to such term in Clause 11.1 (Data

Security) below;

“Data Compromise Events” shall have the meaning assigned to such term in Clause 11.9

(Data Security) below; “Governmental Authority” shall mean any nation or government of any province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government, including any government authority, agency, department, board, commission or instrumentality of India, any court, tribunal or arbitrator and any self-regulatory organisation;

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“Indian Indirect Tax” shall mean and include any and all present or future claims for tax, levy, impost, duty or other charges of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) levied or payable in respect of the Services and shall also include any variation or change therein, or the rates thereof, or imposition of any new or further taxes (including Goods and Services Tax) but shall not include tax on the income of any Party;

“Initial Term” shall have the meaning assigned to such term to it in Clause 13.1 (Term and

Termination) below; “Internet Payment Gateway” shall mean the system which is to be operated by the Bank (and/or the Bank‟s service provider/agents/sub-contractors) and which is to be made available to the Customers of the Merchant for effecting Card Transactions for the purchase of the Products and which enables the Authentication, Authorisation, processing and settlement of Card Transactions attempted to be effected by the Customers, through the Payment Mechanism; “Lien Marked Account” shall mean the account(s) (including a fixed deposit account) specified in PayZapp Application Form / POS Agreement / PG Agreement , which account(s) shall be maintained with and lien marked in favour of the Bank. In the event that no account is mentioned in PayZapp Application Form, this Agreement would be deemed to have been modified to delete all references to the Lien Marked Account and other mutatis mutandis changes would be deemed to have been made; “Merchant Account” shall mean the bank account of the Merchant, the details whereof are provided in PayZapp Application Form / POS Agreement / PG Agreement ; “Network Rules” shall mean the written rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association; “Payment Links” shall mean the uniform resource locators which may be sent by the Merchant to the Customers by use of the Console which shall enable the Customers to access the Internet Payment Gateway and effect Card Transactions for making payment of the Purchase Price; “Payment Mechanism” shall mean the mechanism which enables the Customers to effect Card Transactions on the Internet Payments Gateway and which enables the Authentication, Authorisation, processing and settlement of such Card Transactions, as more particularly

described in Clause 4.1 (Process Flow) below;

“PA-DSS” shall mean Payment Application Data Security Standards set by the PCI SSC being the security standards for software vendors and other persons that develop payment applications that store, process or transmit cardholder data; “PCI-DSS” shall mean the Payment Card Industry Data Security Standards as managed and evolved from time to time by the PCI SSC; “PCI SSC” shall mean the Payment Card Industry Security Standards Council, an international council which provides and publishes security standards for securing operations in relation to

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the payment card industry; “Permitted Deductions” with reference to any particular Settlement Cycle shall mean and include the following: (a) the Service Fee in respect of the Card Transactions processed in such Settlement

Cycle; (b) the Indian Indirect Tax which accrues in respect of the Service Fee referred to in (a)

above; (c) All Credit Transactions; and

(d) All due under Clause 6.3(b) (Chargeback) below.

“Products” shall mean goods and/or services offered for sale by the Merchant;

“Purchase Price” shall have the meaning assigned to such term in Clause 4.1(c) (Process

Flow) below; “RBI” shall mean the Reserve Bank of India; “RBI Circular” shall mean the directions issued by the RBI under the terms of the notification bearing reference number (RBI/ 2012-13/ 424 DPSS (CO) PD No. 1462/ 02.14.003/ 2012-13) dated February 28, 2013, issued under the terms of section 18 of the Payments and Settlement Systems Act, 2007, in relation to electronic payment transactions, to the extent applicable to the Merchant, as the same may be modified or amended from time to time;

“Renewal Term” shall have the meaning assigned to such term in Clause 13.1 (Term and

Termination) below; “Services” shall mean the provision by the Bank of: (a) the Internet Payment Gateway to the Customers of the Merchant to enable the

Merchant to effect Card Transactions for payment of the Purchase Price; (b) the Console to the Merchant, to enable the Merchant to send the Payment Links to the

persons who have purchased/ availed of the Products; (c) the services to enable the processing and settlement of Card Transactions, attempted

to be effected by the Customers on the Internet Payment Gateway; (d) the reports and alerts which shall be provided by the Bank to the Customers, the

Merchant and the representatives of the Merchant indicating the completion/ decline of a Card Transaction;

“Service Fees” shall have the meaning assigned to such term in Clause 5.1 (Service Fees)

below; “Service Provider” shall mean the subcontractor(s) utilised by the Bank for the purpose of

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providing the Services;

“Settlement Cycle” shall have the meaning assigned to such term in Clause 4.1(e) (Process

Flow);

“Suspicious Transaction” shall have the meaning assigned to such term in Clause 4.2

(Process Flow) below;

“Term” shall have the meaning assigned to such term in Clause 13.1 (Term and Termination)

below;

1.2 In this Agreement, unless the context otherwise requires: (a) the singular includes the plural, and vice versa and words of any gender are deemed to

include the other genders;

(b) the terms “hereof”, “herein”, “hereby”, “hereto” and derivatives or similar words refer to this Agreement;

(c) references to the word “include” or “including” shall be construed without limitation;

(d) reference to any clause or schedule shall mean a clause of, or a schedule to, this

Agreement;

(e) reference to any legislation, law, circular or regulation or to any provision thereof shall include references to any such legislation, law, circular or regulation, as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under that provision;

(f) the term “person” includes an individual, a partnership firm, a company (as defined in

section 2(20) of the Companies Act, 2013), a body corporate (as defined in section 2(11) of the Companies Act, 2013), a co-operative society, a trust, an association of persons whether incorporated or not and any other entity;

(g) heading and bold typeface are used only for convenience and shall not affect the

interpretation of this Agreement. 2. PROVISION OF THE SERVICES

2.1. The Bank hereby agrees to provide to the Merchant, the Services in the manner and subject to

the terms and conditions contained herein. 2.2. The Merchant is hereby authorised to use the Console and send to the Customers, the

Payment Links to enable the Customers to access the Internet Payment Gateway and make payment of the Purchase Price to the Merchant. In relation to the use of the Console and transmission of the Payment Links, the Merchant agrees and undertakes as follows: (a) The Merchant shall at all times be responsible and liable for ensuring the correctness,

validity and genuineness of the data and information, which is entered into the Console

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by the Merchant for the purpose of creation and transmission of the Payment Links; (b) The Merchant shall at all times be responsible for ensuring that the Payment Links

which are sought to be generated by the Merchant, represent valid commercial transactions of purchase/ availment of Products and the Payment Link correctly reflects the amount which is due and payable by the Customer to the Merchant in respect of the purchase of the Product;

(c) The Merchant shall ensure that the mobile numbers and other Customer Information of

the Customer basis which the Payment Links are sent, is true, correct and valid and correspond to the Customer who has availed the relevant Product, in respect of which the Payment Link is sought to be created; and

(d) The Merchant shall ensure that the Customers to which the Payment Links are sought

to be sent by the Merchant by use of the Console, are not persons who are from the „do not disturb list‟ or any other similar list, and have consented to receipt of the Payment Links on their mobiles, as provided for herein.

2.3. The Merchant agrees and undertakes that any Payment Link which is sent to a Customer, shall

be valid only for a period of 7 (Seven) calendar days and the Merchant shall ensure that the Customer utilises the Payment Link and makes payment of the same within the aforesaid time period.

2.4. The Merchant further agrees and undertakes that the Bank shall send to the Merchant and any other persons, whose mobile number and other details are entered by the Merchant, into the Console for this purpose, at the time of generation of the relevant Payment Link, SMS updates informing and intimating the Merchant and such other persons of the successful processing/ declining of the Card Transaction, attempted to be effected by use of the Payment Link. The Merchant further agrees and undertakes that the Merchant shall ensure that Merchant and such other persons, to which an intimation is to be sent, are not persons who are from the „do not disturb list‟ or any other similar list and have specifically consented to receipt of such SMS intimations.

3. ADDITIONAL SERVICES 3.1. In addition to the Services, the Merchant may request the Bank to provide, and the Bank may

in its sole discretion provide, other additional services, in the nature of value added services for inter alia facilitating the processing and settlement of transactions effected in favour of the Merchant and provision of reports and other details in relation to the Card Transactions, effected/ attempted to be effected, in favour of the Merchant or such other services as may be mutually agreed upon.

3.2. The Bank reserves the right, but shall not be obliged, to make changes, enhancements, and/or modifications to the Services (whether itself or through the Service Provider) including, without limitation, the development of any updates, patches, upgrades and/or the procurement of new releases of any software or any changes in its Payment Mechanism and/or the Internet Payment Gateway.

4. PROCESS FLOW

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4.1. The process which the Bank will follow for each Card Transaction shall be as under:

(a) The Bank shall, on a Customer accessing a Payment Link and attempting to effect a Card Transaction, through the Payment Mechanism and the receipt by the Bank of the Customer Information, redirect the Card Transaction for obtaining an Authentication in respect of such Customer;

(b) The Bank shall, on successful Authentication of the relevant Card Transaction, obtain

an Authorisation for such Card Transaction attempted to be effected by the Customer; (c) On successful completion and receipt of Authentication and Authorisation, in respect of

the relevant Card Transaction, the Bank shall collect the amounts due from the Customer to the Merchant in respect of such Card Transaction (“Purchase Price”) from the Card Issuing Institution through the Card Association;

(d) On receipt of the Purchase Price the Bank shall, after making the Permitted

Deductions, transmit the Purchase Price (less the Permitted Deductions) to the Merchant Account;

(e) On every Business Day the Bank shall remit to the Merchant Account, all monies

actually recovered by it in respect of the Card Transactions which have occurred upto 1 (One) Business Day prior to such date less the Permitted Deductions (“Settlement Cycle”).

4.2. The Merchant agrees and acknowledges that, if the Bank, in its sole discretion, believes that

(a) any Card Transaction may lead to the occurrence of a Chargeback Event, or (b) a Card Transaction may be one which is contravention with Applicable Law or is otherwise fraudulent or suspicious (“Suspicious Transaction”), the Bank shall notwithstanding anything to the contrary contained herein be entitled to refuse to process such Suspicious Transaction and/or refuse to settle monies in respect of the relevant Suspicious Transaction, into the Merchant Account for an aggregate period of upto 180 (One Hundred and Eighty) Business Days and to make payment for such Suspicious Transaction to the Merchant only after the Bank completes investigation of the relevant Suspicious Transaction and determines, in its sole discretion, that the Suspicious Transaction is a genuine Card Transaction.

5. SERVICE FEES

5.1. In consideration of the Bank‟s performance of its obligations under this Agreement and

the provision by the Bank of the Services, the Merchant shall pay to the Bank the fees, charges and/or other sums stipulated in the PayZapp Application Form / POS Agreement / PG Agreement (“Service Fees”). The Bank reserves the right to revise the Service Fees from time to time, which amended Service Fees, shall be effective upon the Bank giving the Merchant 30 (Thirty) days‟ notice, in writing.

5.2. Without prejudice to the obligation of the Merchant to make payment of the Service Fees, as

provided for in Clause 5.1 (Service Fees) above, the Merchant acknowledges and agrees that the Bank shall be entitled to recover the Service Fees attributable to and/or payable in respect of a particular Card Transaction through Permitted Deductions in the manner set out in Clause 4 (Process Flow) above.

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6. CHARGEBACK OR CREDIT TRANSACTION

6.1. The procedure by which a Credit Transaction or a Chargeback shall be processed by the Bank

shall be in accordance with this Clause 6 (Chargeback or Credit Transaction) and the

applicable Network Rules.

6.2. Credit Transaction and Refund In the event that the Merchant is desirous of requiring and authorising a Credit Transaction, in relation to any Card Transaction previously processed and settled by the Bank, the Merchant shall provide to the Bank, an intimation to the Bank, in such form and manner, as may be required by the Bank (“Credit Transaction Intimation”), which Credit Transaction Intimation, shall have details of the amount which is required to be refunded by the Bank (“Credit Transaction Amount”), the details of the Customer to which the Credit Transaction Amount is to be refunded and such other details and data as may be required by the Bank. Subsequent to the receipt of the Credit Transaction Amount, the Merchant shall also make payment to the Bank of an amount which shall be equal to the Credit Transaction Amount, required to be refunded to the relevant Customer. Subsequent to receipt of an amount equal to the Credit Transaction Amount and the Credit Transaction Intimation, the Bank shall refund the amounts specified in the relevant Credit Transaction Intimation to the account of the Customer, the details whereof shall be provided for in the Credit Transaction Intimation. Without prejudice to the obligation of the Merchant to make payment of the Credit Transaction Amount as provided for hereinabove, the Merchant agrees and acknowledges that the Bank may recover the Credit Transaction Amount by either (i) deducting the same in the manner contemplated by Clause

4.1(d)(Process Flow) above, (ii) deducting the same from the Lien Marked Account, or (iii)

deducting the same from any other account held or deposit made by the Merchant, whether jointly or singly with the Bank. In the event the Bank is unable to recover the Credit Transaction Amount in the manner aforesaid, the Merchant shall forthwith make payment of the Credit Transaction Amount to the Bank in such manner as the Bank may direct.

6.3. Chargeback

If in respect of any Card Transaction, the Bank is intimated, whether by any Card Associations or by the Card Issuing Institution, of the Customer requiring a Chargeback (“Chargeback Intimation”), the Bank shall notify the Merchant of the same. On such notification, the Merchant shall promptly provide such details, data and information regarding the relevant Card Transaction; as the Bank may require.

On receiving the Chargeback Intimation and after obtaining such information as it considers necessary in this regard, the Bank may, in its sole discretion, if it determines that a Chargeback Event has occurred or otherwise determines that a Chargeback should be authorised, direct the Merchant to refund the amounts received by the Merchant in respect of such Card Transactions (“Chargeback Direction”). The Merchant hereby agrees and undertakes that it shall be obliged, on a Chargeback Direction being issued by the Bank, to refund the amounts received by the Merchant in respect of such Card Transaction (“Chargeback Monies”). Without prejudice to the obligation of the Merchant to make payment of the Chargeback Monies upon receipt of a Chargeback Direction, the Merchant agrees and acknowledges that the Bank may recover the Chargeback Monies by either (i) deducting the same in the manner

contemplated by Clause 4.1(d) (Process Flow) above, (ii) deducting the same from the

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Lien Marked Account, or (iii) deducting the same from any other account held or deposit made by the Merchant, whether jointly or singly with the Bank. In the event the Bank is unable to recover the Chargeback Monies in the manner aforesaid, the Merchant shall forthwith make payment of the Chargeback Monies to the Bank in such manner as the Bank may direct.

6.4. On receipt of the Credit Transaction Amount, as provided for in Clause 6.2 (Credit Transaction

and Refund) above, or Chargeback Monies, as provided for in Clause 6.3 (Chargeback) above, the Bank shall transfer such monies to the relevant Card Issuing Institution for onward payment to the Customer.

6.5. The Merchant hereby agrees that all such Credit Transactions and Chargebacks shall be the

sole responsibility of the Merchant and the Bank shall not be liable for any claims or disputes which may arise in connection with such Credit Transactions or Chargebacks. In particular if any penalties or fines are imposed on the Bank by the Card Associations or any Governmental Authority in relation to any Chargeback or Credit Transaction, the Merchant shall indemnify the Bank in respect of the same in accordance with Clause 11 (Indemnity) below.

7. REPRESENTATIONS AND WARRANTIES

7.1. Each of the Parties represents and warrants to the other as under (a) It is duly organised, validly existing and in good standing, under the laws of the

jurisdiction of its incorporation; (b) It has all the requisite power and authority to execute, deliver and perform its

obligations under this Agreement and to comply with the terms and conditions contained herein;

(c) This Agreement has been validly executed and delivered and constitutes a legal, valid

and binding obligation of such Party; (d) The execution, delivery and performance of its obligations under this Agreement does

not and will not

(i) contravene any Applicable Law; or (ii) conflict with or result in any breach or default under any agreement,

instrument, regulation, licence or authorisation binding upon it or any of its assets.

(e) There are no other commitments / agreements entered into by it which may be in

breach of the terms of this Agreement or the obligations of such Party hereunder; 8. MERCHANT REPRESENTATIONS, COVENANTS AND UNDERTAKINGS

8.1. The Merchant hereby represents, warrants, agrees, covenants and undertakes as under. The

representations contained in this Clause 8.1 (Merchant Representations Covenants and Undertakings) are made by the Merchant on the date hereof and shall be deemed to be repeated by the Merchant on each day till the expiry or sooner determination of this Agreement:

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(a) There are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or

other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, or pending or, to the best knowledge of the Merchant, threatened or anticipated against it which may prejudicially affect the due performance by it of or enforceability of this Agreement.

(b) The sale of the Products by the Merchant is in compliance with Applicable Law and the

Network Rules and none of the Products are the types of goods or services specified in Schedule I hereto (“Authorised Products”). If any of the Products are not Authorised Products (“Banned Products”), the Bank shall, without prejudice to and in addition to its other rights and remedies herein contained or under Applicable Law, be entitled to

terminate this Agreement, as more particularly provided for in Clause 13.3 (Term and

Termination) below. (c) The Merchant shall not make any representations or warranties to any Customer or

any third party or undertake any obligations which may require the Bank to undertake or be liable for, directly or indirectly, any obligation and/or responsibility to a Customer or any third party.

(d) The Merchant shall ensure compliance with and shall, at all times, act in accordance

with the Applicable Law, including without limitation the RBI Circular, and any other circular issued by the RBI, in relation to electronic payment transactions, to the extent applicable, and also the rules, guidelines and directions issued by the Card Associations.

(e) The confirmation/ proof of delivery of the Products shall be maintained by the Merchant

for a period of at least 1 (One) year from the date of delivery by the Merchant and shall be submitted to the Bank as and when requested by the Bank.

(f) The Merchant has anti-bribery and anti-corruption policies and procedures in place so

as to ensure that each of the Merchant, its employees, agents, sub-contractors and other representatives do not engage in, encourage or solicit any acts of corruption, and/or bribery, during the conduct of its business practices, including inter alia the sale of the Products or the performance of its obligations under the terms of this Agreement.

(g) The Merchant shall not and shall ensure that its employees, agents, sub-contractors

and other representatives do not do any act, (i) that would be in contravention with its internal anti-bribery and anti-corruption policies or which would amount to the paying of a bribe; or (ii) would amount to a breach of any Applicable Law or any international, legislation, regulation or convention applicable to such Merchant, including without limitation any law regulations, orders, practices and standards dealing with anti-bribery and/or anti-corruption.

(h) The Merchant agrees that it will not make or promise to make any payment (whether in

currency, property or other thing of value) to any third person, firm or entity (including, without limitation, any Governmental Authority or representative thereof) for the purpose of improperly or fraudulently obtaining or retaining any business, licence, concession, franchise or any other benefit, by whatever name called.

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9. NO WARRANTY 9.1. The Parties acknowledge and agree that the Bank has made no representation and/or warranty

that:

The Internet Payment Gateway/ Payment Mechanism/ Console will be provided uninterrupted, or that it will be free from errors at all times; and

The Internet Payment Gateway/ Payment Mechanism/ Console is free from any virus

or other malicious, destructive or corrupting code, program or macro. 10. LIMITATION OF LIABILITY 10.1. Without prejudice to any other provisions of this Agreement, the Bank shall not be liable to the

Merchant for any loss or damage whatsoever or however caused or arising, whether directly or indirectly, in connection with the Services and/or this Agreement, including without limitation any loss or damage arising from: (a) Loss of data arising directly or indirectly by use of the Payment Mechanism; (b) Any interruption or stoppage in the Customer's access to and/or the use of the Internet

Payment Gateway/Payment Mechanism; (c) Any interruption or stoppage in the Customer's access to and/or the use of the

Console; (d) Any failure or delay in performing the Services, if such failure or delay: (i) is caused by

the Merchant's acts or omissions, (ii) results from actions taken by the Bank in good faith to avoid violating Applicable Law or to prevent fraud on a Customer, or (iii) is

caused by any of the circumstances specified in Clause 19.7 (Force Majeure) below.

10.2. The Parties hereby acknowledge and agree that the cumulative liability of the Bank to the

Merchant arising out of or as a result of this Agreement, whether under terms of this Agreement or under Applicable Law, shall at no point in time exceed the Service Fees paid by the Merchant to the Bank during the period of 3 (Three) months (or such shorter period during which the Agreement has been in force) immediately preceding the date on which any claim is made.

10.3. In the performance of the Services, the Bank shall be entitled to assume that:

(a) All data and information provided by the Merchant on the Console is true, accurate and free from any and all errors;

(b) All data and information provided by the Customer on the Internet Payment Gateway is

true, accurate and free from any and all errors; (c) Messages that originate from the Customer are deemed to be authorised by the

Customer;

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(d) All the information contained in any such messages is true and accurate

and shall not be liable for any losses or damages caused to any person whatsoever as a result of any such message being unauthorised, inaccurate or fraudulent.

10.4. The Merchant agrees that the Bank may from time to time, provide to the Merchant certain statements, reports and other data in relation to the Services and the Card Transactions processed and settled by the Bank. The Parties hereby agree and undertake as follows:

(a) Neither the Bank nor any of the directors, employees, officers or agents of the Bank

shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from, the reports which may be provided by the Bank from the Merchant from time to time;

(b) The Bank does not represent or warrant in relation to the genuineness, completeness

and/or accuracy of the data contained in any reports provided to the Merchant; and (c) The provision by the Bank of such reports does not constitute any advice or instruction,

in relation to any matter whatsoever;

The Merchant further undertakes and agrees to indemnify and keep indemnified the Bank for any claims which may be raised by any Customers or any other person, in respect of such services, in terms of Clause 12 (Indemnity) below.

11. DATA SECURITY

11.1. The Merchant shall (and shall ensure that its employees, agents and subcontractors shall) be required to maintain such administrative, technical and physical safeguards, and such processes, procedures and checks, to secure the information which is received from any Customer in relation to a Card Transaction (“Customer Information”) as may be required under Applicable Law and/or industry standards or regulations issued by any Governmental Authority, and / or any Card Association, which safeguards must be at least equal to or better than (a) the safeguards it currently has in place to protect its own data; and (b) generally accepted security standards in the financial service industry.

11.2. The administrative, technical and physical safeguards, processes, procedures and checks as provided for in Clause 11.1 (Data Security) will be designed to:

(a) protect the security and confidentiality of the Customer Information in the Merchant‟s

possession relating to the Card Transactions undertaken by the Customer through the Payment Mechanism;

(b) ensure protection against any anticipated threats or hazards to the security and

confidentiality of the Customer Information; (c) protect against unauthorised access to or use of the Customer Information or

associated records which could result in substantial harm or inconvenience to the Bank or the Customers; and

(d) ensure the proper and secure disposal of such data.

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11.3. Without limiting the generality of the foregoing, the Merchant shall initiate all measures which a

prudent organisation, in a similar situation, would take to secure and defend its systems that contain the Customer Information against “hackers” and others who may seek, without authorisation, to modify or access its systems or the Customer Information. The Merchant will periodically test its systems for potential areas where security could be breached.

11.4. The Merchant covenants that it shall take appropriate technical and organisational measures

against (i) any unauthorised or unlawful processing or alteration of the Customer Information in the systems of the Merchant, (ii) any resultant loss or destruction of, or damage to, the Customer Information due to unauthorised processing or alterations, and (iii) unauthorised or accidental access, processing, erasure, transfer, use, modification, or other misuse of the Customer Information and shall ensure that only authorised personnel bound by adequate confidentiality obligations shall have access to the Customer Information and strictly on a „need to know‟ basis.

11.5. The Merchant shall (and shall ensure that its employees, agents and subcontractors shall) in respect of the Customer Information:

(a) comply with any reasonable request made or direction given by any authorised

personnel of the Bank in connection with the requirements of any Applicable Law; (b) not do or permit anything to be done which might jeopardise or contravene the terms of

any registration, notification or authorisation under any Applicable Law; (c) use the Customer Information only for the purposes of fulfilling its obligations under this

Agreement and to comply with instructions given by the Bank from time to time in connection with use of such data, and not retain the data for any longer than is necessary for these purposes;

(d) not transfer Customer Information outside India, or allow persons outside India to have

access to it, without the prior written approval of the Bank; (e) take all reasonable steps to ensure the reliability of the personnel which will have

access to any Customer Information and ensure that the personnel of the Merchant (or of any of the Merchant‟s subcontractors) who access the Customer Information give a written undertaking not to access, use, disclose or retain the Customer Information except in performing their duties of employment; and

(f) comply with all suggestions made by the Bank to ensure that the level of protection

provided for the Customer Information is in accordance with this Agreement including making such changes as may be suggested by the Bank. If any at its own cost.

11.6. The Merchant shall ensure that the Customer Information is maintained in such a way that it is

protected and is not mixed or mingled with any other data including any data of its other customers or clients.

11.7. The Merchant agrees to be vigilant and to report any breach of this Clause 11(Data Security),

all violations of information security, any breaches in the security practices, control processes and checks of the Merchant and all suspected security events immediately to (a)the Bank‟s

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Information Security Group at information.security@hdfcbank.com and (b) the concerned representatives and employees of HDFC Bank which interact with Merchant on a regular basis in respect of the Services of such violation.

11.8. The Merchant further confirms and agrees that it shall at all times during the tenure of this

Agreement: (a) comply with the provisions of the Information Technology Act, 2000 and the applicable

rules thereunder including without limitation the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011;

(b) comply with all notifications, guidelines, circulars, issued by the RBI, Card Associations

or the PCI SSC, in relation to securing card transactions; and (c) monitor the security practices, control processes and checks in respect of any

Customer Information and other confidential information received by the Merchant, on a regular basis.

11.9. The Merchant shall ensure complete security of all Customer Information and shall be

responsible therefor at all times when (a) the Customer Information is stored whether permanently or temporarily on the systems

of the Merchant or any of its agents, subcontractors or representatives; (b) the Customer Information is being transferred from the systems of the Merchant to the

Internet Payment Gateway (whether directly or through any agents, subcontractors or representatives of the Merchant); and

(c) the Customer Information received by the Merchant (whether directly or through any

agent, subcontractors and representatives of the Merchant) from the Internet Payment Gateway is transferred by the Merchant to the Customer concerned (whether directly or through any agents, subcontractors or representatives of the Merchant).

The Merchant shall be solely liable for any breach of security, compromise, theft, modification and/or corruption of the Customer Information which occurs at the times specified in (a), (b) and (c) above (“Data Compromise Events”), irrespective of whether the Data Compromise Events were the direct or indirect result of any act or omission of the Merchant. The Merchant hereby indemnifies and agrees to keep indemnified the Bank in respect of the Data

Compromise Events in terms of Clause 12 (Indemnity) below.

12. INDEMNITY

12.1. The Merchant expressly and unequivocally agrees to and hereby does indemnify, save, defend

and hold harmless the Bank and its officers, directors, employees, shareholders, agents, consultants and other representatives, successors and assigns of, from and against all, direct and indirect, claims, damages, fines, penalties, losses, costs and expenses, including attorneys‟ fees incurred by the Bank in respect of or in the course of performing its obligations under this Agreement or otherwise incurred as a result of entering into this Agreement including without limitation in the following cases:

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(a) The Merchant‟s breach of any representation, warranty or covenant made/ undertaken

by it under this Agreement; (b) The provision of any data and information provided by the Merchant on the Console

which leads to creation or transmission of erroneous Payment Links; (c) The misuse by the Customers of the Payment Links or the Internet Payment Gateway; (d) The Merchant‟s breach of Applicable Law and/or Network Rules; (e) Any claim made or proceeding commenced by any Customer against the Bank, in

relation to or in connection with the Services and/or any Card Transaction; (f) The Merchant‟s wilful misconduct or gross negligence in connection with the

Agreement; (g) As a result of faulty, inaccurate or unauthorised information having been provided to

the Bank by the Customers and/or the Merchant; and

(h) On the occurrence of any Data Compromise Events.

13. TERM AND TERMINATION

13.1. The term of this Agreement will commence on the date hereof and, unless terminated earlier in

accordance with this Agreement, will continue in force for a period of 12 (Twelve) months (“Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew for consecutive one-year term (each, a “Renewal Term” and together with the Initial Term, the “Term”).

13.2. Notwithstanding anything contained in this Agreement, either Party may terminate this Agreement, without assigning any reason, by giving the other Party a prior written notice of atleast 30 (Thirty) days.

13.3. The Bank may terminate this Agreement immediately at any time upon occurrence of any one

of the following events: (a) If any payment due from the Merchant to the Bank is not made when due and such

non-payment is not cured within 7 (Seven) days of the date on which such payments were due;

(b) If the Merchant commits a breach of any term, condition, representation, warranty,

covenant or undertaking under this Agreement and where such breach is capable of remedy; fails to cure such breach within 7 (Seven) days of the occurrence of the breach;

(c) The Merchant: (i) is wound up; (ii) files a petition for voluntary winding up; (iii) a petition

for winding up is filed against it and the same is not dismissed within 30 (Thirty) days of its being filed; (iv) is unable to pay its debts; (v) files an application or an application is filed against the Merchant for revival and rehabilitation of the Merchant under the

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Companies Act, 2013 or any other Applicable Law;(vi) ceases to carry on business; (vii) makes an arrangement for the benefit of its creditors; or(viii) if, a court receiver, liquidator or any other similar officer is appointed as receiver of all/any of the proprieties of the Merchant;

(d) If the Bank believes that the Merchant, in pursuance of this Agreement, is selling or

attempting to sell any Banned Products (e) If the Bank determines that continuing to render the Services to the Merchant would be

detrimental to the interests of the Bank and/or changes its policy in relation to the provision of payment gateway services and such policy precludes provision of the Services in the manner contemplated herein.

13.4. Upon the expiry or sooner determination of this Agreement for any reason whatsoever the

Merchant shall: (a) Immediately refrain from any action that would or may indicate any relationship

between it and the Bank; (b) Immediately cease to use in any manner whatsoever, the name of the Bank; (c) Forthwith hand over to the Bank, possession of all documents, material, instructions,

manuals, guidelines or other writings (including any copies thereof) and any other property belonging to the Bank, whether provided in relation to the utilisation of the Internet Payment Gateway or otherwise, that may be in the possession of the Merchant or any of its employees, agents or officers.

13.5. The expiry or termination of this Agreement shall be without prejudice to the accrued rights and

obligations of the Parties and all such accrued rights and obligations shall remain in full force and effect and be enforceable notwithstanding such expiry or termination.

13.6. Without prejudice to the foregoing, the Bank shall, in its discretion, be entitled to suspend the provision of the Services with immediate effect in the event of any breach of or default under this Agreement being committed by the Merchant.

14. GOVERNING LAW, JURISDICTION AND ARBITRATION

14.1. This Agreement shall be governed by, and construed in accordance with, the laws of India. The

Parties agree that if the process of the courts is required to be invoked for enforcement of Clause 14.2 (Governing Law, Jurisdiction and Arbitration) below, including for seeking of any interim relief prior, during or after invocation of Clause 14.2 (Governing Law, Jurisdiction and Arbitration) below, the competent courts and tribunals at Mumbai shall have exclusive jurisdiction and both the Parties hereto submit to the same.

14.2. All disputes, differences and/or claims arising out of these presents or as to the construction, meaning or effect hereof or as to the rights and liabilities of the Parties shall be settled by arbitration to be held in Mumbai in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and shall be referred to the sole arbitration of a person to be nominated by the Bank. In the event of death, refusal, neglect, inability or incapability of the person so appointed to act as an arbitrator, the Bank may appoint a new arbitrator. The award including

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interim award/s of the arbitrator shall be final and binding on all parties concerned. The arbitrator may lay down from time to time the procedure to be followed by him in conducting arbitration proceedings and shall conduct arbitration proceedings in such manner as he considers appropriate.

14.3. Notwithstanding anything contained in this Clause 14 (Governing Law, Jurisdiction and

Arbitration), in the event that the Bank is under Applicable Law bound to refer/ raise any dispute or difference under this Agreement before any Debt Recovery Tribunal established under Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (51 of 1993), the Debt Recovery Tribunal, at Mumbai shall have exclusive jurisdiction over such dispute, difference or claim and the same shall not be referred to arbitration under Clause 14.2 above.

15. NOTICES

15.1. All notices, approvals, instructions, demand and other communication given or made

under this Agreement shall be in writing and may, subject to Clause 15.2 (Notices) hereof, be given by facsimile, electronic mail, personal delivery or by sending the same by pre-paid registered mail addressed to the relevant Party at its address, facsimile number or email set out in PayZapp Application Form / POS Agreement / PG Agreement (or such other address, facsimile number or email as the addressee has by 5 (Five) days‟ prior written notice specified to the other Party).

15.2. Any notice, approval, instruction, demand or other communication so addressed to the relevant

Party shall be deemed to have been delivered (i) if given or made by registered mail, 5 (Five) days after posting; (ii) if given by personal delivery at the time of delivery; (iii) if given or made by facsimile, upon receipt of a transmission report confirming dispatch; and (iv) if given or made by email, upon receipt of a mail delivery report confirming receipt by the other Party. Provided that any notice sent by facsimile transmission or email shall be on the same day followed by despatch of a copy of the notice by a reputable overnight courier.

16. CONFIDENTIALITY

16.1. Both Parties hereto shall protect all confidential information of the other Party which is in its possession. The Merchant shall not be entitled to store, access or utilise any Customer Information and/or information which may be provided by the Customer in the course of utilising the Payment Mechanism (whether relating to passwords or otherwise) unless agreed by the Bank in writing, and subject to any terms and conditions as may be prescribed by the Bank in this regard.

16.2. The Merchant shall not be entitled to use or disclose to any person the technology or software comprised in the Internet Payment Gateway except to the extent permitted in this Agreement. In particular the Merchant shall not reverse engineer, decompile or disassemble any software comprised in the Internet Payment Gateway or make any attempt to do so.

16.3. To the extent necessary for fulfilling the terms and conditions of this Agreement and as

permitted by Applicable Law, the Merchant hereby authorises the transfer by the Bank of any information relating to the Merchant, to and between the Service Provider and/or the branches, subsidiaries, representative offices, affiliates, representatives, auditors and agents of the Bank wherever situated, for confidential use.

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16.4. The Bank will also be entitled at any time to disclose any and all information concerning the Merchant within the knowledge and possession of the Bank to any party in connection with the Services provided by the Bank

16.5. Confidential Information will not include any information that (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (b) the receiving party can demonstrate by written evidence, was rightfully in the receiving party‟s possession at the time of disclosure, without an obligation of confidentiality; (c) is independently developed by the receiving party without use of or access to the disclosing party‟s Confidential Information; (d) the receiving party has rightfully obtained such information from a third party without having any duty of confidentiality in respect thereof and/or restriction on its use or disclosure; or (e) is required under Applicable Law or by any Governmental Authority or Card Association.

16.6. This Clause 16 (Confidentiality) shall survive the expiry or termination of the Agreement.

17. USE OF EXTERNAL AGENCIES

17.1. The Merchant hereby irrevocably authorises the Bank to appoint such person(s) to act on its

behalf (“Authorised Representatives”), to collect any overdue amounts payable by the Merchant to the Bank, as the Bank, may in its sole discretion deem fit. The Merchant hereby agrees and acknowledges that the Bank may be required to provide information regarding the Merchant to the Authorised Representatives appointed by the Bank, for the due discharge of their duties in relation to collection of amounts due to the Bank and irrevocably authorises the sharing and provision of all information in respect of the Merchant and its obligations and debts due to the Bank. Further, it is hereby agreed to between the Parties that the Bank will not be responsible for any consequences arising out of the acts or omissions of such Authorised Representatives.

17.2. All charges payable to such Authorised Representatives to collect amounts owed to the Bank will be at Merchant's cost and risk in addition to all costs, charges and expenses incurred by the Bank to recover outstanding dues/monies.

18. SERVICE PROVIDER

18.1. Without prejudice to the generality of Clause 19.11 (Miscellaneous) below, the Merchant acknowledges and confirms that the any or all of the Services, which the Bank is required to provide under the terms of this Agreement, may be provided by the Bank through the Service Provider, who will act as the subcontractor of the Bank. The Merchant agrees that, upon the request of the Bank in this regard, the Merchant shall extend all necessary cooperation to the Service Provider for integrating its system with the system of the Service Provider to enable provision of the any of the Services, which the Bank chooses to sub-contract.

19. MISCELLANEOUS

19.1. Amendments: All amendments or supplements to the terms of this Agreement can be made only in writing duly signed by each Party.

19.2. No Partnership: Nothing contained in the Agreement shall constitute or be deemed to

constitute a partnership between the Parties, and no Party shall hold itself out as an agent for

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the other Party, except with the express prior written consent of the other Party. In particular the Merchant shall not be entitled to use the name or logo of the Bank in connection with the business carried out by it, except as may be expressly permitted by the Bank in writing.

19.3. Independent Rights: Each of the rights of the Parties hereto under the Agreement are

independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under the Agreement or otherwise.

19.4. Counterparts: The Agreement may be executed in any number of originals or counterparts,

each in the like form and all of which when taken together shall constitute one and the same agreement.

19.5. Waiver: Waiver of any breach of any provision of this Agreement shall not constitute a waiver

of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.

19.6. Severability: If any provision of this Agreements is invalid, unenforceable or prohibited by law,

this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from either Party hereto to the other, and the remainder of this Agreement shall continue to remain valid, binding as though such provision was not included herein. In such an event, the Parties shall make all possible efforts to replace the invalid/ unenforceable/ illegal provision with a valid, enforceable and legal provision embodying the intention of the Parties as gathered from the earlier provision.

19.7. Force Majeure: The Bank shall not be liable for any failure or delay in its performance under

this Agreement due to acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, sabotage or destruction of production facilities, systems failure, technical mishaps, hacking, internet disruptions, loss of data, communications failure, strikes, work stoppages, or other industrial disputes

19.8. Agreement: This Agreement constitutes the entire understanding between the Parties relating

to the subject matter hereof and supersedes all previous writings, negotiations and understandings.

19.9. Survival: The rights and obligations of the Parties under the Agreement which by their nature

survive the termination or which are specified to survive termination of this Agreement shall not be extinguished by termination of this Agreement.

19.10. Expenses: All costs and expenses (including legal costs) incurred in connection with the

execution of this Agreement shall be borne solely by the Merchant. 19.11. Subcontractors: The Merchant agrees and confirms that the Bank may, for the performance

of the Services (or any part thereof) and its obligations under this Agreement utilise such third party subcontractor(s) as it may deem fit. The Merchant acknowledges that no contractual relationship will be formed between the Merchant and any such subcontractor.

19.12. Non Exclusive Agreement: Nothing contained in this Agreement shall be construed as

prohibiting the Bank from providing the services in relation to the Internet Payment Gateway to

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any person including competitors of the Merchant.

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SCHEDULE I

BANNED PRODUCT CATEGORIES

1. Adult goods and services which

includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.

2. Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.

3. Body parts which includes organs or other body parts.

4. Bulk marketing tools, which include email lists, software, or other products enabling unsolicited email messages (spam).

5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.

6. Child pornography which includes pornographic materials involving minors.

7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection.

8. Copyrighted media which includes unauthorised copies of books, music, movies, and other licensed or protected materials.

9. Copyrighted software which includes unauthorised copies of software, video games and other licensed or protected materials, including OEM or bundled software.

10. Counterfeit and unauthorised goods which include replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association, fake autographs, counterfeit stamps, and other potentially unauthorised goods.

11. Drugs and drug paraphernalia which include illegal drugs and drug

accessories, including herbal drugs like salvia and magic mushrooms.

12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items.

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

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content.

15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.

16. Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watomites, or other protected property.

17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.

18. Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes.

19. Offensive goods which includes

literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts; and/or c) Promote intolerance or hatred.

20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.

21. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner.

22. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and

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radioactive materials and substances. 23. Regulated goods which includes air

bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles or logos, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides; postage meters, recalled items, slot machines, surveillance equipment; goods regulated by government or other agency specifications.

24. Securities, which includes stocks, bonds, or related financial products.

25. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.

26. Traffic devices which includes radar detectors/ jammers, license plate covers, traffic signal changers, and related products.

27. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.

28. Wholesale currency which includes discounted currencies or currency exchanges.

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

30. Multi Level Marketing collection fees. 31. Matrix sites or sites using a matrix

scheme approach. 32. Work-at-home information. 33. Drop-shipped merchandise. 34. Any product or service which is not in

compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India.

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SCHEDULE II

CHARGEBACK EVENTS

The following situations shall be Chargeback Events for the purposes of this Agreement: 1. Any charge/ debit on a Card which is a

suspect charge/debit or is thought to be irregular or fraudulent in nature by the Bank in its sole opinion and assessment.

2. Any charge/debit on a Card for a Product in an amount in excess of the price of that Product which was stated by the Merchant.

3. Any charge/debit on a Card for a Product which remains undelivered after the time for delivery stipulated by the Merchant.

4. Any charge/debit on a Card arising out of any hacking, breach of security or encryption (if any) that may be attributable by the Bank to the Merchant due to the manner in which the Merchant handled the Card account or Bank Account Information or cardholder/ transaction details.

5. Any other events or circumstances under which a chargeback for a Card

Transaction is required to be effected under the Network Rules.

6. The Card Transaction is for any reason unlawful or unenforceable.

7. Any information presented electronically to the Bank in respect of the Card Transaction is not received in accordance with the Bank‟s requirements from time to time.The goods and/or services covered by the transaction are rejected or returned or the transaction or part thereof, is validly cancelled or terminated by a Customer or if the Merchant fails to provide at all or to the Customer satisfaction, goods and/or services to the Customer.

8. The Customer disputes the nature, quality or quantity of the goods and/or services covered by the Card Transaction.

9. The Customer disputes or denies the transaction or the sale or delivery of goods and/or provision of services covered by the transaction with reasons.

10. Transaction is posted more than once to the Customer‟s Card.

11. The transaction is doubtful or erroneously paid to the Merchant.