Fingpay Merchant Integration Terms and Conditions

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of www.fingpay.co.in website.

This Merchant Agreement (“Agreement”) is a legal agreement between you (“you”, “your”) and Tapits Technologies Private Limited (“Fingpay”, “we”, “our” or “us”) governing your use of Fingpay’s services whereby Fingpay shall provide aggregate payment gateway solutions to you for selling Products (as defined below) and/or collecting money for a specified purpose (together, the “Fingpay Services”).

When you use Fingpay Services provided by us, you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they shall be deemed to be incorporated into this Agreement and shall be considered as part and parcel of this Agreement. The Privacy Policy form a part of this Agreement. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Agreement at any time without any prior written notice to you. It is your responsibility to review this Agreement periodically for updates / changes. Your continued use of Fingpay Services following the posting of changes will mean that you accept and agree to the revisions.

This is an important document which you must consider carefully when choosing whether to use Fingpay Services at any time. Please read the terms of this Agreement carefully before agreeing to it. This Agreement also highlights certain risks on using the Fingpay Services together with guidance on how online payments through Fingpay can be facilitated.

You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your business and your use of the Fingpay Services.

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

FINGPAY SHALL HAVE DEEMED TO HAVE ACCEPTED THIS AGREEMENT AND THE CONTRACT SHALL ONLY BE CONSIDERED TO BE DULY EXECUTED, VALID AND BINDING AFTER THE RECEIPT OF THE REǪUIRED INFORMATION FROM YOU, DUE VERIFICATION OF THE SAME BY FINGPAY AND A VERIFICATION OF THE CONTRACT BEING SENT BY FINGPAY TO YOU AS MORE SPECIFICALLY STATED BELOW.

THE CONTRACT SHALL BE DEEMED TO HAVE BEEN RECEIVED, ACCEPTED AND FORMED AT FINGPAY'S REGISTERED OFFICE AT, 20 DHENU MARKET, REGAL SQUARE, INDORE 452003 (M.P.), INDIA.

This Agreement is divided into two parts. Part One explains the terms that govern your use of the Services. Part Two contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. To use the Services, you must accept all of the terms of this Agreement.

PART ONE: TERMS GOVERNING USE OF THE SERVICES

1. DEFINITIONS

For the purpose of this Agreement:

2. REGISTRATION

You must register with us in order to open a Fingpay Account and use Fingpay Services. We allow both individuals and Legal Entities to register with Fingpay. Without any legal obligation to do so, we require certain information from you, as laid out in the registration form, to permit the use of Fingpay Services. You must provide accurate and complete information. In addition, you must keep the information that you provide up-to-date at all times. For business Users, you are only permitted to apply and enroll, if you represent a legitimate business and have the authority to enter into this Agreement on behalf of the business.

You represent and warrant that you are duly authorized by the business entity to accept this Agreement and have the authority to bind such business entity. You further represent and warrant that the business entity has all the requisite consents, approvals, certificates, agreements, registrations and licences in accordance with the laws, regulations, rules and guidelines in force in India from time to time.

You must provide accurate and complete information in response to our questions. You must complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate your Fingpay Account in event that you provide inaccurate, untrue, or incomplete information, or fail to comply with the account registration requirements.

You further agree and allow Fingpay to verify the complete information provided by You through itself and/or any third party(ies) and acknowledge that such third party(ies) and Fingpay may store the same in its custody basis applicable laws.

3. ELIGIBILITY REQUIREMENT FOR OPENING A FINGPAY ACCOUNT

By creating/opening a Fingpay Account, you represent and confirm that you are:

  1. 18 (eighteen) years of age or older;
  2. an Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India;
  3. Not 'incompetent to contract' within the meaning of the Indian Contract Act, 1972; and
  4. Entering into and performing this Agreement, as per applicable law. You further represent and confirm that you are not a person debarred from using the Fingpay website and/or receiving the Fingpay Services under the laws of India or other applicable laws.

Fingpay Services and your Fingpay Account can only be used in India. You acknowledge that Fingpay Services may be subject to export restrictions imposed by the laws, rules, regulations, and guidelines in force in India.

4. USER NAME AND PASSWORD

You must choose a reasonably descriptive User name that clearly identifies you or your business. This name will appear on the Customer’s Valid card/ Account statement. If a Transaction dispute results from your failure to use a reasonably descriptive user name, you agree to indemnify Fingpay for any costs stemming from such dispute.

As part of Fingpay registration process, you will create a password for your Fingpay Account. You are responsible for maintaining the confidentiality of the password and the Fingpay Account, and are fully responsible for all activities that occur under the Fingpay Account, including, without limitation, all actions by sub-users registered under the Fingpay Account. You agree to

5. APPROVAL AND REGISTRATION TO AVAIL FINGPAY SERIVCES

At the time of registration, you are required to disclose the exact business category/business sub-category for which you will be using the Fingpay Services and only avail the Fingpay Services through your designated Merchant Site. You understand and acknowledge that in order to use the Fingpay Services for any other purpose, you shall notify Fingpay in writing of such change and such change will be subject to approval by Fingpay.

In order to avail Fingpay Services and Acquiring Bank Services, you must be approved by and registered with Fingpay, the Acquiring Banks and Nodal Bank. Any undertaking with respect to the Fingpay Services under this Agreement shall be subject to Fingpay’s, the Acquiring Banks’ and Nodal Bank’s approval and completion of the registration process. By accepting the terms of this Agreement, you agree to provide Fingpay with all such documents as required by Fingpay to register you with Fingpay, the Acquiring Banks and Nodal Bank. You authorize Fingpay to request for supplemental documentation at any time (before or after your Fingpay Account has been activated), in order to verify your identity, the accuracy of the information provided, legitimacy of your business, and/or your Customers, including a Customer report that contains your name and address, etc. If we cannot verify that this information is accurate and complete, we may deny your use of the Services, or close your Fingpay Account at any time.

You further understand and acknowledge that Fingpay, the Acquiring Banks and Nodal Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the Fingpay Services.

6. OUR RELATIONSHIP WITH YOU

Fingpay facilitates individuals and legal entities in accepting payments initiated by their customers on their website or mobile application directed to the Fingpay Site, using Valid Cards, Net Banking and various other acceptable modes of Payment Mechanism provided by Fingpay.

Fingpay a software application (“Software Application”) and established a Fingpay Site. Fingpay will act as an intermediary, by creating a link between the Merchant Site and the respective Acquiring Banks by means of the Software Application and Fingpay Site, for enabling the Customers to make payment of Customer Charge on the Merchant Site for the Transactions carried, using Acquiring Bank’s Services (“Internet Payment Gateway"). In order to serve in this role, we have entered into agreements with various Acquiring Banks, Nodal Bank, financial institutions, Card Associations and other software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services, to enable use of internet payment gateways developed by them, to

These Transactions are between you and your Customers and we are only acting as an intermediary. We are NOT

The relationship between Fingpay and you is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.

Fingpay has no connection or interest of whatsoever nature in your business or the Products offered/ marketed on the Merchant Site. Fingpay shall provide Fingpay Services to you, as an independent entity and under the terms and conditions of this Agreement. Fingpay has no relationship with the Customers and all actions under this Agreement which may affect the Customers are instructed by you. You alone shall be responsible to the Customers and neither Fingpay nor the Acquiring Bank or anybody connected to Fingpay or Acquiring Bank shall have any responsibility or liability towards the Customers and you shall keep Fingpay and Acquiring Bank fully indemnified for all times to come in this respect.

Fingpay is neither concerned nor required to monitor in any manner the use of the payment modes by the Customers for procuring / availing the Products. The Customers should be required to use the payment modes at their sole option and risks. You shall be required to notify this responsibility to all its Customers under the instructions provided by Fingpay.

7. OBLIGATIONS TOWARDS ACQUIRING BANKS AND CARD ASSOCIATION

As you will be using the Acquiring Banks Services and Card Association Services, you undertake comply with all applicable rules, guidelines, instructions, requests and actions, etc., made by the Acquiring Banks and/or Card Associations from time to time. The Acquiring Banks and Card Associations may also put limitations and restrictions on you, at its sole discretion. In addition, the Acquiring Banks has the right to reverse/reject settlement, suspend and/or terminate services, make inspections or inquiries in relation to the Transaction, etc. You understand and acknowledge that the Acquiring Banks and Card Association Rules form a part of this Agreement. In the event that your non-compliance of Acquiring Banks and/or Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded of Fingpay by an Acquiring Bank and/or Card Association, then without prejudice to Fingpay’s other rights hereunder, you shall forthwith indemnify Fingpay in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with your obligations towards the Acquiring Banks and/or Card Associations, Fingpay may suspend settlement or suspend/terminate the Fingpay Services forthwith.

8. CONNECTIVITY AND INTEGRITY OF HOTLINK

You shall be responsible at your own costs for providing and maintaining all necessary equipment, software and facilities at your end so as to connect the Merchant Site software to the Software Application.

You shall take all such precautions and measures as may be directed by Fingpay from time to time to ensure that there is no breach of security and the integrity of the link between the Merchant Site and the Internet Payment Gateway ("Hotlink") is maintained and shall ensure that all Customers upon accessing the Hotlink are properly directed to the Internet Payment Gateway. You shall also ensure that there are proper encryption and robust security measures to prevent any hacking into the information of the Customers and other data. In addition to the above, you shall also comply with security practices and procedures as prescribed in the Information Technology Act, 2000 and the rules made thereunder and/or the RBI rules and Regulations. Any loss incurred to you, Fingpay or the Acquiring Bank as a result of the Hotlink being breached due to improper security on part of you, your employees, contractors, agents, etc. and/or on the Merchant Site, shall be borne solely by you and you agree to indemnify, defend and hold harmless Fingpay and the Acquiring Banks from any claims, actions, damages or losses arising out or in relation thereto. Without prejudice to the generality of the aforesaid, you shall routinely and at such time intervals as may be specified by Fingpay and/or the Acquiring Banks check the integrity of the Hotlink and provide such reports and/or conduct such tests as may be required by Fingpay and/or Acquiring Banks from time to time.

9. AUTHORIZATION AND AUTHENTICATION OF TRANSACTION

The Acquiring Bank will authenticate, authorize, and process the payment instructions given by the Customers on the Merchant Site in respect of the Transactions upon fulfillment of valid criteria as set forth by the Acquiring Banks and the Card Associations from time to time and accordingly transfer such approved Customer Charge from the Customer Bank Account/ Customer Wallet to the Nodal Account.

Fingpay, Acquiring Banks and/or Card Association may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the RBI, Acquiring Banks, Issuing Institution and/or Card Association rules, guidelines, regulations, etc. and any other laws, rules, regulations, guidelines in force in India, etc.

You acknowledge that as a risk management tool, Fingpay and/or the Acquiring Banks reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card or net banking account during any time period, rejection of Payment in respect of Customer Orders from Customers with a prior history of questionable charges, unusual monetary value of Transaction, etc. Further, as a security measure, Fingpay may at its sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific, group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.

10. YOUR AUTHORIZATION

By accepting the terms of this Agreement, you authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits us to generate an electronic funds transfer between the Acquiring Banks and our Nodal Account to process each Transaction that you authorize. Thereafter you authorise us to transfer the Settlement Amount received from your Customers to the Merchant Bank Account designated by you for this purpose at the time of registration. Your authorization will remain in full force and effect until your Fingpay Account is closed or terminated.

11. OUR FEES

In consideration for Fingpay Services, you shall pay Fingpay, Service Fees. The Service Fees shall be deducted by Fingpay from the Customer Charge payable to you in respect of each completed Transaction. Fingpay reserves the right to revise the Service Fees periodically, and Fingpay will intimate you of any such change within reasonable time. You shall also pay to Fingpay (i) a non-refundable one time set up fee, and (ii) Annual Maintenance Charge payable in advance every year. Fingpay shall have a right to deduct such set-up fee and Annual Maintenance Charges from the Settlement Amount payable to you. In addition, in consideration of the license granted with respect to the Mobile SDK, you agree to pay Fingpay a royalty (“Royalty”).

12. TERMS OF PAYMENT TO MERCHANT

Subject to any other Clause of this Agreement, Fingpay shall endeavour to instruct the Nodal Bank to transmit the Settlement Amount from the Nodal Account to your Bank Account within the time period prescribed by RBI commencing from date of Completion of Transaction.

In the event that you opt for Fingpay Services using Fingpay Product: Fingpay Enterprise, the Transaction shall be completed only upon receipt of the Customer Charge in the Nodal Account from the Acquiring Banks and reconciliation of the same by the Acquiring Banks, Fingpay and the Nodal Bank (“Fingpay Completion of Transaction”)

In the event that you opt for Fingpay Services using Fingpay Product: Fingpay demands Proof of Delivery for any Transaction(s), the Transaction shall be completed only upon submission of Proof of Delivery by you (in the manner prescribed by Fingpay) and the confirmation of the same by the respective Customer. In the event that the Customer does not confirm delivery within 3 (three) days from the date on which you provide Proof of Delivery, it shall be considered as deemed confirmation and the Transaction shall be deemed to be completed. (“Fingpay Completion of Transaction”)

The transmission of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation of the Customer Charge by the Acquiring Banks, Fingpay and the Nodal Bank after actual receipt of Customer Charge in the Nodal Account.

All payments with respect to refunds and Chargebacks shall be solely your responsibility and Fingpay shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks to you or the Customer. You shall indemnify Fingpay in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or Chargebacks for all Transactions initiated and instructed through the Merchant Site.

Notwithstanding anything contained anywhere in this Agreement, you hereby confirm and agrees that Fingpay, Acquiring Bank and Nodal Bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, erroneous Transaction, Chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product, if the Transaction was not made in accordance with the requirements of Fingpay and/or the Acquiring Banks and/or Card Association.

In the event of rejection of payment with respect to Customer Charge, Chargeback, refunds or other Outstanding Amounts due to Fingpay, Acquiring Bank and/or the Customer by you, Fingpay and/or the Acquiring Bank reserve the right to reverse the credit given to the Merchant Bank Account or set-o! the payment amount rejected, Chargeback or refunded or the Outstanding Amount against Settlement Amount payable to you. Fingpay and/or Acquiring Banks may also deduct the payment amount due from future Settlement Amounts payable to you with respect to subsequent Transactions.

All Settlement Amount due to you under this Agreement may be suspended or delayed till such time as Fingpay, the Acquiring Banks and/or nodal bank deems fit, if:

13. RESERVE

You understand and acknowledge that at any time and from time to time, we may temporarily suspend or delay payments to you or require you to provide Fingpay with Reserve of such amounts as may be requested by Fingpay to secure the performance of your payment obligations under this Agreement for reason, including without limitation, high Chargeback risk, credit risk, refund overdraft risk, non-delivery issues, selling of banned items, non-payment of maintenance fees or other amount payable to Fingpay or any other indications of performance problems related to your use of the Fingpay Services. If you fail to provide Fingpay with Reserve within seven (7) days of receipt of notice for the same, Fingpay reserves the right to suspend and/or terminate the Settlement Amount payable you or the Fingpay Services without further notice. Fingpay may use this Reserve to set-off including but not limited to any Outstanding Amounts payable by you to Fingpay, Acquiring Banks and/or Customers.

In case the Settlement Amount payable to you and/or the Reserve (if any) is not sufficient to cover your Outstanding Amount, then you shall pay Fingpay and/or the Acquiring Banks the remaining amount due immediately upon request. Fingpay shall be entitled to charge daily interest on such Outstanding Amount from the date of request until the date of payment in full, at the rate of 1.5% per month. Provided that the above right of Fingpay to appropriate the Reserve and set-off the Outstanding Amount in the above manner shall be in addition to and reserving fully the right of Fingpay to recover all such losses, costs and damages etc from you by any other means, which may be available to Fingpay under the law. In addition, you agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the outstanding amount and the collection of same from you.

14. CHARGEBACKS

  1. Our Collection Rights for Chargebacks: For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or from your Settlement Amount and/or Reserve. If we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that:
    • A Chargeback is assessed due to a Customer’s complaint, in which case we will retain the funds;
    • The period of time under applicable law or regulation or Card Association Rules by which the Customer may dispute that the transaction has expired; or
    • We determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us with respect to collection of all Outstanding Amounts unpaid by you.
  2. Excessive Chargebacks: If we determine that you are incurring an excessive amount of Chargebacks, Fingpay may establish controls or conditions governing the Transactions contemplated under this Agreement, including without limitation, by
    • Establishing new processing fees
    • Creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees,
    • Delaying pay-outs, and
    • Terminating or suspending the Services
  3. Contesting Disputed Transactions:

    In the event of a Chargeback dispute relating to a Transaction contemplated under this Agreement (“Disputed Transaction”), on any grounds whatsoever, Fingpay shall forthwith notify you of the same. On such notification you shall conduct an internal review of such matter and shall within 5 (five) days from receipt of notice, revert to Fingpay in writing either:

    • Requesting Fingpay to refund (”Refund Request”) the Customer Charge Amount received by it in respect of such Transaction ("Refund Monies"); or
    • Providing Fingpay with a statement explaining how the Disputed Transaction is not warranted together with all documentary evidence in support of contesting such Disputed Transaction.

In the event that you:

15. TERMS OF EMI OFFERINGS

You understand that in order to avail the EMI services of a bank, you must be specifically approved by such bank for provision of EMI services.

The EMI services shall be offered at the discretion and as per the terms and conditions of the respective bank and Fingpay. You shall ensure that while making a Transaction, the Customer also accepts such terms and conditions.

You understands that at time of the making the Transaction, the Customer shall be charged the full amount of the sale price; Fingpay shall send details of settled Transactions for conversion to EMI along with complete details, within 2 (two) Business Days from the date of Completion of Transaction. EMI transactions once submitted cannot be cancelled / reversed.

In the event that you provide EMI options to the Customers, you shall endeavour to deliver the Product after the approval of the EMI option from the Issuing Institution providing the EMI option through Fingpay. Fingpay shall not be liable to you or the Customer for any dispute arising with respect to rejection of EMI option to a Customer after a Transaction has been confirmed, irrespective of the Settlement Amount being in the Nodal Bank or already transferred to the Merchant Bank Account. The Customer shall raise such dispute directly with the Issuing Institution.

You understand and acknowledge that all Transactions shall be converted to EMI transactions in offline mode. The Issuing Institution shall endeavor to convert all transactions approved by them to EMI within 5 (five) Business Days.

You shall ensure that an EMI calculator is available on the Merchant Site in order to explain the EMI calculation to the Customer

You understand and acknowledge that the Issuing Institution may modify the terms of the EMI offering or withdraw the EMI Scheme completely at any time. Fingpay and the Acquiring Banks shall not be responsible to you or the Customer for any disputes arising due to non-conversion of a Transaction to EMI or informing you about rejection of EMI request by the Issuing Institution.

16. DELIVERY

You shall dispatch/render the Products to the Customer only upon receipt of transaction confirmation from Fingpay. Fingpay shall give confirmation only upon receipt of transaction confirmation in respect of the Transaction from the Acquiring Bank. Fingpay shall not be responsible for any Transactions that have not been confirmed with Fingpay by the Acquiring Banks.

You shall ensure that it maintains Proof of Delivery with respect to each Transaction initiated through the Merchant Site for a period of at least one (1) year from the date of Delivery. Proof of Delivery shall be open for inspection by Fingpay and/or the Acquiring Banks at all times during working hours on Business Days. Notwithstanding any other Clause of this Agreement, you understand that Fingpay and/or the Acquiring Bank and/or Nodal Bank reserve the right to call for Proof of Delivery, at any time, before and/or after settlement of Settlement Amount to the Merchant’s Bank Account with respect to any Transaction. Fingpay and/or the Acquiring Banks have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to Merchant, if Proof of Delivery is not provided in accordance to this Agreement.

You shall deliver the Product within the Delivery Due Dates specified at the time of making the transaction on the Merchant Site. If you are unable to deliver the whole or any part of the Transaction within the Delivery Due Date, you shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.

All risks associated with the Delivery shall be borne solely by you and not Fingpay. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall be resolved directly between the Customer and you without making Fingpay and/or the respective Acquiring Bank a party to such disputes.

17. REFUNDS AND RETURNS POLICY

By accepting to use Fingpay Services, you agree to process returns of, and provide refunds and adjustments for, Products sold and/or payment collected through the Merchant Site in accordance with this Agreement, the Acquiring Banks’ instructions and Card Association Rules. You understand that no refund shall be processed by Fingpay after a period of 180 days from the date of the Transaction. You shall

The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. If the Customer accepts returns and makes an uneven exchange of Products (e.g., the sales price is not the same), you must issue a credit for the total amount of the Products being returned and the Users must complete a new sale for any new Products. Please be aware, that if your refund policy prohibits returns or is unsatisfactory to the Customer, you may still receive a chargeback relating to such sales.

18. CUSTOMER SUPPORT

All Customer service issues relating to the Transaction, Products sold on its Merchant Site including but not limited to Customer Charge, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnels, policies or processes, are solely your responsibility. In performing Customer service, you will always present itself as a separate entity from Fingpay. You shall provide Customer support during all Business Days. Such support shall include appropriate notice to Customers of means of contacting you including e-mail address and telephone number, in the event the Customer has questions/queries regarding the nature or quality of the Product and the procedures for resolving disputes.

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

19. MERCHANT RISK ASSESSMENT

We may, from time to time during the term, make or carry out risk assessments on you and/or the Transactions carried out on the Merchant Site (each a "Risk Assessment") which shall inter alia be for the following purposes:

We may periodically obtain additional reports to determine whether you continue to meet the requirements of this Agreement. You agree that we are permitted to collect and share information about you and your application (including whether you are approved or declined), and your Fingpay Account with the Acquiring Banks, Card Associations, Issuing Institutions, other banks, financial institutions and governmental authorities. This includes sharing information

If, at any time after we have made or carried out a Risk Assessment or it has been notified of an issue, we determine (acting reasonably) that you or circumstances relating to you represent a material credit risk or potentially increase our exposure under this Agreement, we may:

20. INSPECTION

You shall maintain records of such periodical checks in such manner as may be specified by us and/or the Acquiring Banks. We and/or the Acquiring Banks shall be entitled to check and audit your records and statements to ensure compliance with your obligations under this Agreement at such intervals or times as we and/or the Acquiring Banks may deem fit. We and/or the Acquiring Banks may also inspect your business location. If you refuse such inspection, your Fingpay Account may be terminated. We reserve the right to suspend or terminate the Fingpay Account of any user who provides inaccurate, untrue, or incomplete information, or fails to comply with the Fingpay Account registration requirements. If you refuse such inspection or provides inaccurate, untrue, or incomplete information, or fails to comply with the terms and conditions of this Agreement, we reserve the right to suspend or terminate the Fingpay Services forthwith.

21. YOUR RESPONSIBITIES

You hereby declare, assure, undertake and covenant as under:

  1. You shall duly fulfill all Transactions placed on the Merchant Site in accordance with the terms and conditions on the Merchant Site and instructions of the Customer. You undertake to ensure that the Delivery is done as per specifications of the Customer on or before the Delivery Due Date.
  2. You will not offer out of stock Products for sale. You shall be solely liable for quality and efficiency and merchantability of the Products. Further the rates displayed on the Merchant Site shall include all applicable taxes.
  3. You shall comply with all applicable laws, rules and regulations in offering the Products or collecting Payments on its Merchant Site. You shall ensure that all requisite approvals, licenses and registrations, etc. in accordance with all laws, rules, regulations, guidelines in force in India from time to time, have been obtained and are kept in full force and effect to enable you to offer the Products for sale. You shall not conduct any business through the Fingpay Services or offer Products thereof in violation of any law or legal requirement of any applicable jurisdiction and shall keep Fingpay fully indemnified for all times to come in this regard.
  4. You shall not offer any Products, which are illegal or offensive or banned as per the list provided in Schedule A and/or are not in compliance with applicable laws, rules and regulations whether central, state, local or international of all jurisdiction from where the Customers avail the Products. In addition, you shall comply with and shall ensure compliance by the Customers with all applicable guidelines, rules, regulations issued by RBI and guidelines set by Fingpay, Acquiring Banks and/or Card Associations. You agree and understand that Fingpay reserves the right to suspend Settlement Amount and/or Fingpay Services to you until such time that you do not discontinue selling such banned/illegal Products or does not conform to all applicable laws and regulations in force from time to time. In addition, Fingpay reserves the right to terminate this Agreement without further notice in the case of breach of this Clause.
  5. You shall ensure that appropriate cancellation policy, refund policy, privacy policies, disclosures/disclaimers, terms of use pertaining to the Merchant Site, the terms of the Products provided by you and terms of paying the Customer Charge are displayed conspicuously on the Merchant Site in accordance with the terms of this Agreement (collectively “Merchant Terms and Conditions”). You shall prior to accepting any instructions from the Customers ensure that the Customers accepts all the Merchant Terms and Conditions. Fingpay reserves the right to inspect the Merchant Terms and Conditions at any times.
  6. In the event that you provide One Click Checkout option to its Customers and the Customer opt for One Click Checkout, you understand that Fingpay shall store the Valid Card data of the Customers on its server.
  7. In the event that you have obtained a PCI DSS certification and opts for a One Click Checkout API, you shall be responsible to ensure that all Customer Valid Card data shared with you is kept safe and not shared with any third party without the consent of Fingpay and the Customer. You shall ensure that there is no unauthorized use or disclosure of such data or any hacking of the same. You accept all liabilities with respect to such Customer Valid Card data and shall keep Fingpay indemnified in case of any breach of this Clause. In addition, in the event that you call the One Click Checkout API for the wrong Customers Valid Card data or the Customer’s account with you is compromised, you shall be fully liable for all transactions processed and Fingpay shall have no liability towards the Customers or you. Further, you shall also have in place a privacy policy for handling or dealing with the Customer’s personal information including all Customer Valid Card data, and such policy should be available to the Customers and be published on the Merchant Site.
  8. You shall have the marketable and legal right and title to sell Products offered by it to the Customers by using Fingpay Services.
  9. In the event any Customer complaints or is dissatisfied with any Product, you shall take such measures as may be required to resolve the same at its sole cost and expenses.
  10. You shall ensure that the best service standards in the industry are adopted and shall ensure Delivery of all Products paid for on the Merchant Site to Customers in accordance with the highest standards.
  11. You agree to put up such notices, disclaimers or warranties as may be required by Fingpay and/or the Acquiring Bank and you shall comply with such request forthwith.
  12. You shall hereby agree that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Charge and Fingpay Services provided under this Agreement.
  13. As you will be using the Acquiring Banks Services and Card Association Services, you shall comply with all applicable rules, guidelines, instructions, requests and actions, etc. made by the Acquiring Banks and/or Card Associations from time to time. The Acquiring Banks has the right to reverse/reject settlement, suspend and/or terminate Acquiring Banks Services/Fingpay Services, make inspections or inquiries in relation to the Transaction, etc. You understand that the Acquiring Banks and Card Association Rules form a part of this Agreement. In the event that your non-compliance of Acquiring Banks and/or Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded of Fingpay by an Acquiring Bank and/or Card Association, then without prejudice to Fingpay’s other rights hereunder, you shall forthwith indemnify Fingpay in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with its obligations towards the Acquiring Banks and/or Card Associations, Fingpay may suspend settlement or suspend/terminate the Fingpay Services forthwith.
  14. In the event that you opt for Fingpay Services, you agree and understand that you and your Customers shall be bound by the Fingpay Terms and Conditions . You shall ensure that you and all your Customers comply with the Fingpay terms and conditions.
  15. You will not engage in any activity with the Mobile SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Fingpay or any Acquiring Bank.
  16. You shall not require the Customer to provide you with any details of the accounts held by it with Issuing Institution. You shall not input any data on behalf of the Customers on the Merchant Site or the Acquiring Bank, failing which it will be considered as breach of trust of Fingpay and/or of the Acquiring Bank.
  17. You shall ensure to keep confidential, all information submitted by the Customers on the Merchant Site. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. You shall use the Customer data only for the purpose of completing the Transaction for which it was furnished, and shall not sell or otherwise furnish such information to any third party. You shall be liable to comply with existing data privacy regulations from time to time.
  18. You shall in writing inform Fingpay of all changes in its constitution, directors/partners/trustees, or change in the current addresses of each office, within seven (7) Business Days of such change having taken place listing out the names and details of the personnel in charge of your management and affairs. Such intimation shall be provided on your letterhead signed by your authorized signatory.
  19. You shall not engage in activities that harm the business and/or brand of Fingpay, the Acquiring Banks and/or card associations.
  20. You must indicate its acceptance of all the respective Acquiring Banks and/or Card Associations, whose Payment Mechanism is being used by you, whenever it communicates the payment methods it accepts to its Customers without prejudice to anyone of the Acquiring Banks and/or Card Associations. In the event that you decide to display the logos of the Acquiring Banks and/or Card Associations whose Payment Mechanism it is providing as a Valid Card payment option to its Customers on the Merchant Site and/or other marketing materials, you must ensure that it prominently displays the logos of all the respective Acquiring Banks and/or Card Associations (being used to process Valid Cards) in the same manner and without prejudice to any one of them and in accordance with the guidelines and/or direction provided by the respective Acquiring Banks and/or Card Associations. In addition, you shall not promote, dissuade or impose restrictions/conditions on any one Valid Card Payment Mechanism and/or Card Association over the other. Exceptions being limited time bound tactical marketing programs with one or more Acquiring Banks and/or Card Associations.
  21. You shall be responsible to resolve all cardholder/customer account holder disputes and provide whatever assistance necessary to assist the Acquiring Banks, Card Associations and Fingpay deal with all cardholder/Customer Account holder disputes at its own cost.
  22. You authorise Fingpay to share Transaction data and Customer information with the respective Acquiring Banks and Card Associations.
  23. You shall maintain and run the Merchant Site as a part of its business and shall ensure that the Merchant Site does not contain libelous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to Fingpay, the Acquiring Banks, Card Associations and/or any other third party.
  24. In the event that Fingpay was providing Fingpay Services for the website currently defined as Merchant Site, under a different arrangement / ownership / branding, prior to this Agreement, the Merchant hereby agrees to indemnify and hold harmless Fingpay and/ or the Acquiring Banks for any losses, costs, damages, penalties, Chargebacks, refund overdraft, or credit problems suffered or incurred for the services provided to the said website under the erstwhile agreement. It is hereby clarified that the Parties may mutually agree in writing to waive off the applicability of this clause. Further it is clarified that this clause will not be applicable in the event Fingpay was not providing Fingpay Services to the Merchant Site, prior to this Agreement
  25. The Merchant acknowledges that if Fingpay was providing Fingpay Services to the Merchant Site under a different arrangement / ownership / branding, prior to this Agreement, the merchant understands that Fingpay will start settling the funds to the Merchant’s bank account only after the Merchant gets registered with Fingpay’s Acquiring Banks and Nodal Banks and the same has been confirmed to the Merchant by Fingpay. For the transactions prior to the said event shall be continued to be settled in accordance with the previous agreement for the said website.
  26. You agree that Fingpay reserves a right to suspend the payment and/or Fingpay Services provided herein, forthwith, in event you fail to observe the terms and conditions herein.

22. FINGPAY WALLET (Simple Website Integration)

  1. The Merchant understands that in event the Merchant uses Fingpay Wallet, the Merchant shall in order to enable a Customer to make payment, shall land the Customer on Fingpay payment page and shall provide the details of the Transaction in the agreed format and manner including the Transaction value.
  2. Fingpay shall process the Transaction only as per the data or information received by Fingpay from the Merchant. Fingpay shall only be responsible for processing the Transaction as per the instruction of the Merchant and sending the Transaction status / information to the Merchant and however, shall not be responsible for the receipt of the information by the Merchant. The Merchant agrees and acknowledges that Fingpay shall not be liable for any loss, damage, fine, penalty, cost, claims, proceedings incurred by the Merchant, Customer or any third party under this clause.

23. DORMANT ACCOUNTS

If there is no activity in your Fingpay Account (including access or payment transactions) for a period of one (1) year, we may close your Fingpay Account.

24. PRIVACY

Your privacy is very important to us. Upon acceptance of this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

By using our Service, you may receive information about Customers. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Customer.

25. DISCLOSURES AND NOTICES

You agree that Fingpay can provide disclosures and notices required by law and other information about your Fingpay Account to you electronically by posting it on our website, or by emailing it to the email address provided by you at the time of registration. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.

26. TERMINATION BY EITHER PARTY

This Agreement may be terminated by either Party by giving 30 (thirty) days prior written notice to the other Party.

Either Party may terminate this Agreement forthwith in the event:

27. TERMINATION BY FINGPAY

Fingpay shall terminate this Agreement forthwith, if the Merchant fails to perform its obligations hereunder or is in breach of any terms and conditions of this Agreement.

The termination under this Clause is in addition to and without prejudice to the termination rights which Fingpay may have under any other Clause in this Agreement.

28. CONSEQUENCES OF TERMINATION

The termination of this Agreement shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition, any act performed during the term of this Agreement which may result in a dispute post termination or any provision expressed to survive this Agreement or to be effective on termination or the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. Subject to other Clauses of this Agreement, both Parties shall undertake to settle all outstanding charges within 30 (thirty) days of the termination taking effect.

Where any payments claimed by Fingpay exceeds the Settlement Amount due to you the difference thereof shall be a debt due from you to Fingpay and be forthwith recoverable by appropriate legal action, as deemed fit by Fingpay. Without prejudice to Fingpay’s rights and remedies, in the event that you do not make any payments to Fingpay by its due date or on demand as required under this Agreement, Fingpay shall be entitled to charge daily compounded interest on such overdue amount from the due date until the date of Settlement Amount in full, at the rate of 2.5% per month. This section shall not preclude Fingpay from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.

All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by Fingpay from time to time in respect of this Agreement, whether in respect of the utilization of the Internet Payment Gateway or otherwise shall be returned by you to Fingpay upon termination.

You agree and confirm that you shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by Fingpay, Acquiring Banks, Card Associations and/or Customers and for all claims and proceedings arising against Fingpay and/or Acquiring Banks with respect to this Agreement. At the time of termination, Fingpay may retain such amount from the Reserve (if any) and Settlement Amount payable to you (including Settlement Amounts withheld) as may be determined by Fingpay to cover chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by Fingpay, Acquiring Banks, Card Associations and/or Customers for a period of 210 Business Days. Subject to this Clause and any other Clause of this Agreement, all settlement to you after notice of termination shall be done post termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts owed by you post termination, you shall ensure that it pays Fingpay all pending amounts within 10 (ten) days of receiving the demand notice and shall at all times keep Fingpay indemnified in this respect. This Clause survives the termination of this Agreement.

PART TWO: ADDITIONAL LEGAL TERMS

29. REPRESENTATIONS AND WARANTIES

You represent and warrant to us that:

30. YOUR LICENSE

We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense or assign, to electronically access and use Fingpay Services solely to:

You will be entitled to download updates to Fingpay Services, subject to any additional terms made known to you at the time, when we make these updates available. We will use reasonable endeavours to give you prior notice of any down-time in relation to Fingpay Services as a result of updates or preventative or reactive maintenance of our Services.

You also acknowledge that the arrangement between one or more Acquiring Banks and us may terminate at any time and services by such Acquiring Banks may be withdrawn.

While we want you to enjoy Fingpay Services, you may not, permit any third party to do any of the following:

31. USE OF INTELLECTUAL PROPERTY RIGHTS AND PROTECTION OF SOFTWARE APPLICATION

You hereby grant to Fingpay to use, display and reproduce its name, brand name, logo, wordmark, trademark, service marks (“Marks”) on a non-exclusive, royalty-free basis, solely in connection with the sales, marketing and advertising Fingpay Services provided to you to the public. You hereby release Fingpay from all liability relating to the publication or use of the Marks for such purpose. You hereby confirm that you have the requisite right to use the said Marks and to grant permission to use as stated herein. You shall retain all intellectual property rights in such marks.

You shall prominently display on its website and/or in other online marketing materials, a statement/logo/marks/image provided by Fingpay relating to Fingpay Services and that of the respective Acquiring Banks providing the Payment Mechanism. You must only use the logos/marks/images provided by Fingpay and no other

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

You undertakes not to infringe the intellectual property rights of Acquiring Banks and/or Fingpay respectively, whether directly or indirectly through any third party in the Acquiring Banks Services and software and/or Fingpay Services and Software Application. You warrant that it shall only use the Fingpay’s Software Application and the Acquiring Banks software for the purposes of this Agreement.

You fully understand that due to use of the Customer of the Internet Payment Gateway through Fingpay Site, Fingpay may create or generate database in respect of such Customers. All rights and ownership with respect to such database shall vest with Fingpay.

32. GRANT AND SCOPE OF THE MOBILE SDK LICENSE

33. CONFIDENTIALITY

The Parties agree to maintain the confidentiality of the Confidential Information and to protect all portions of the other Party's Confidential Information by preventing any unauthorized disclosure, copying, use, distribution, or transfer of possession of such information. Dissemination of Confidential Information by each Party shall be limited to those employees with the need to such access for the advancement of the goals anticipated under this Agreement.

The Parties shall at no time disclose or allow its officers, directors, employees, representatives or subcontractors to disclose the other Party's Confidential Information to any third party without the prior written consent of the other Party. The Parties agree to protect the Confidential Information of the other with the same standard of care and procedures used by themselves to protect their own Confidential Information of similar importance but at all times using at least a reasonable degree of care.

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

34. INDEMNITY

You undertake and agree to indemnify, defend and hold harmless Fingpay and/or the Acquiring Banks 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, including but not limited to, as a result of:

35. LIMITATION OF LIABILITY

Notwithstanding anything stated under this Agreement, the aggregate liability of Fingpay to you from any cause whatsoever shall not in any event exceed the sum equivalent to the preceding one month’s aggregate Service Fees earned by Fingpay under this Agreement from the date of occurrence of such liability. Provided that Fingpay shall not be liable to you for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if you have been advised in advance of the possibility of such loss, cost or damages. In no event shall Fingpay be liable to the Customers or any third party. In no event shall the Nodal Bank or the Acquiring Bank be liable to you in any way under this Agreement.

36. DISCLAIMER

Fingpay will make all reasonable efforts to provide uninterrupted service subject to down time and regular maintenance. However, notwithstanding anything in this Agreement, the Fingpay Site, Fingpay Services and the Acquiring Bank’s Services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro and Fingpay and the Acquiring Banks disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose. Although Fingpay adopts security measures it considers appropriate for the offer of the Fingpay Service, it does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorized access to the Fingpay Service or your/Customer data. Fingpay shall not be responsible or liable if any unauthorized person hacks into or gains access to the Fingpay Service or to your Fingpay Account. In event of incorrect settlement in the Merchant’s Account due to error on the part of Fingpay or the Bank, Fingpay shall have the right to reverse the extra funds from the Merchant Bank Account. In addition, you shall be fully liable to return the extra funds settled within 7 (seven) days of intimation by Fingpay. Subject to the other clauses of this Agreement, in the event that the Settlement Amounts to be transferred to you have not been transferred, Fingpay shall endeavour to settle the relevant Settlement Amount to the Merchant’s account within 7 (seven) days of notification from you. In addition, Fingpay shall not be liable to you for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data; interruption or stoppage to the Customer’s access to and/or use of the Merchant Site, Fingpay Services and/or the Payment Mechanism, interruption or stoppage of Fingpay Site, hacking or unauthorized access to the Fingpay Services, Software Application and Internet Payment Gateway, non-availability of connectivity between the Merchant Site and Fingpay Site, etc.

Any material/information downloaded or otherwise obtained through the use of the Fingpay Services is done at your own discretion and risk and you will be solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from Fingpay or through or from the use of Fingpay Services shall create any warranty. Fingpay shall have no liability in this respect.

Fingpay's sole obligation and your sole and exclusive remedy in the event of interruption in Fingpay Site, or loss of use and/or access to Fingpay Site, the Acquiring banks Services and the Payment Mechanism and services, shall be to use all reasonable endeavours to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible.

Fingpay or Acquiring Bank obligations under this Agreement are subject to following limitations:

37. ASSIGNMENTS

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

38. FORCE MAJEURE

Fingpay shall not be liable for its failure to perform under this Agreement as a result of any event of force majeure events like acts of god, fire, wars, sabotage, civil unrest, labour unrest, action of Statutory Authorities or local or Central Governments, change in Laws, Rules and Regulations, affecting the performance of Fingpay or the Acquiring Banks.

39. GOVERNING LAW, SETTLEMENT OF DISPUTES AND JURISDICTION

This Agreement (and any dispute or claim relating to it, its enforceability or its termination) is to be governed by and construed in accordance with the laws of India. Each of the Parties agrees that, if any dispute(s) or difference(s) shall arise between the Parties in connection with or arising out of this Agreement, the Parties shall attempt, for a period of 30 (thirty) days from the receipt of a notice from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions between the Parties. If the said dispute(s) cannot be settled by mutual discussions within the thirty-day period provided above, either Party may refer the matter to a sole arbitrator to be mutually appointed in accordance with the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held under the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held in English language at Mumbai. The courts at Mumbai shall have the exclusive jurisdiction over any disputes relating to the subject matter of this Agreement.

40. WAIVER

Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

41. SURVIVAL OF PROVISIONS

The terms and provisions of this Agreement that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this Agreement.

42. SEVERABILITY

If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

43. NON-EXCLUSIVITY

It is agreed and clarified that this Agreement is on a non-exclusive basis and the Parties are at liberty to enter into similar Agreements with others.

44. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement and understanding between the Parties, and supersedes any previous agreement or understanding or promise between the Parties, relating to the subject matter of this Agreement. All Schedules, Recitals and Annexure to this Agreement shall be an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.

45. NOTICES

All notices, requests, demands, waivers and other communications required or permitted to be given under the Agreement shall be in writing through certified or registered mail, courier, email, facsimile or telegram to be sent to the following addresses:

For Fingpay:
Attn: Mr. Rahul Sisodiya
Tapits Technologies Private Limited
20 Dhenu Market, INDORE 452003

For Merchant: To the name and address provided for at the time of registration Or, in each case, at such other address as may be specified in writing to the other Parties in accordance with the requirements of this Clause. All such notices, requests, demands, waivers and other communications shall be deemed duly given

46. AMENDMENT

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

47. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which, when executed and delivered, is an original, but all the counterparts taken together shall constitute one document.

SCHEDULE A

Banned list of Products referred to in this Agreement is as mentioned herein below:-

  1. Securities including shares, bonds, debentures, share tips etc. and/or any other financial instruments/assets of any description.
  2. Living, dead creatures and/or the whole or any part of any animal which has been kept or preserved by any means Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction. E.g Elephant Tusks, Rhino Horns, etc.
  3. Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
  4. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.
  5. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
  6. Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms. Psychotropic (mood altering) substances, narcotics, intoxicants of any description, medicines, palliative/curative substances. 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. Herbal and Ayurvedic products.
  7. Religious items, including books, artifacts, etc. of any description or any other such item which is likely to affect the religious sentiments of any person.
  8. "Antiquities" and "Art Treasures".
  9. Adult goods and services and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites.
  10. Body parts which includes organs or other body parts.
  11. Child pornography which includes pornographic materials involving minors.
  12. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials. Digital download/PDF (eBook, software) e.g.: Music/Movies: content downloaded from the internet and burned on CDs and sold as genuine.
  13. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled Software. E.g.: Downloaded software copied/ burned on a marketable CD and sold as authentic/ trial versions of software downloaded and sold as genuine. Bundled software is software distributed with another product such as a piece of computer hardware or other electronic devices or a group of software packages which are sold together and are released/ authorized by Manufacturers Only.
  14. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods
  15. Endangered species which includes plants, animals or other organisms (including derivatives) in danger of extinction.
  16. Gaming/gambling which includes lottery tickets, contests, sports bets, memberships/ enrollment in online gambling sites, and related content.
  17. Hacking and cracking materials which includes manuals, how-to-do guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property.
  18. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
  19. Offensive goods which includes literature, products or other materials that:
    • Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors.
    • Encourage or incite violent acts.
    • Promote intolerance or hatred.
    • Offensive goods, which includes crime scene photos or items, such as personal belongings, associated with criminals.
  20. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances.
  21. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications.
  22. Wholesale currency which includes discounted currencies or currency exchanges.
  23. Any product or service which is not in compliance with all applicable laws and regulations of India or international, whether federal, state, local.
  24. Businesses or websites that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Websites supplying medicines or controlled substances, websites that promise online match-making).
  25. Businesses banned/kept strict vigil on, by law (e.g. Betting & Gambling/lotteries/sweepstakes & games of chance).
  26. SIM cards
  27. Selling of medical packages.
  28. Unauthorized Wallet services
  29. Sites booking online appointments, websites selling VIA Call Centers
  30. Technical Support Eg: Web Hosting, SEO, Web designing, and allied services.
  31. Pyramid/Referral Schemes Eg: A pyramid scheme/ referral scheme is an unsustainable business model that involves promising participants payment or services, primarily for enrolling other people into the scheme, rather than supplying any real investment or sale of products or services to the public.
  32. Marketing – Bulk Emails, Bulk SMS’s. Eg: mails/messages sent via mail servers and/or Bulk SMS service providers
  33. Spy Camera’s and Likewise.
  34. Protein Supplements, Height increaser, Weight Loss/Gain, Impotency, Hair Loss/Hair Fall, Memory Enhancement, etc.
  35. Counseling and consulting services/market research - Online Consulting – Of any Kind.
  36. Recruitment classifieds/job portals. work-at-home jobs/information.
  37. Rental services for goods.
  38. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
  39. Drop-shipped merchandise. Eg: Drop shipping is a supply chain management technique in which the retailer does not keep goods in stock, but instead transfers customer orders and shipment details to either the manufacturer or a wholesaler, who then ships the goods directly to the customer.
  40. Portfolio design. Eg: Financial services like Mutual Funds, Stocks, IPOs, etc. In addition, the following activities are restricted and not permitted under this Agreement:
    • Using Fingpay Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity;
    • Using Fingpay Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation materials, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signature;
    • Using Fingpay Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
    • Using Fingpay Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about Customers, registered recipients, or third parties without their consent;
    • Using Fingpay Services to collect legal fees;
    • Using Fingpay Services in order to act as a private banking institution;
    • Any activity which is in violation of the Competition Act 2002 and the rules and regulations framed thereunder;
    • Using Fingpay Services in any manner that could damage, disable, overburden, or impair Fingpay and/or Acquiring Bank, including without limitation, using the Services in an automated manner;
    • Using Fingpay Services, in any manner or for whatsoever purpose, to host, display, upload, modify, publish, transmit, update or share any Information that:
      1. Belongs to another person and to which the User does not have any right to,
      2. Is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever,
      3. Harm minors in any way,
      4. Infringes any patent, trademark, copyright or other proprietary rights of any third party,
      5. Violates any law for the time being in force,
      6. Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature,
      7. Impersonate another person
      8. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource, and
      9. Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

Date Last Modified
These Terms of Use were last modified June 05, 2021.

Tapits Technologies Pvt. Ltd.

Mumbai | Hyderabad | Indore

Registered Office:
20 Dhenu Market, INDORE 452003, (M.P.)

Email: info@tapits.in

CIN: U72900MP2016PTC040639

Social Media:

Grievance Nodal Officer

Mr. Rahul Sisodiya

Phone No. +91 9770904283
Email: Nodalofficer@tapits.in

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