MASTER SERVICE CLICKWRAP AGREEMENT
This Master Services Clickwrap Agreement (hereinafter “Agreement”) is a legal contract between you, (hereinafter referred to as “You”, “Your”, “User”, “Merchant”) and PayGlocal Technologies Private Limited (hereinafter referred to as “We”, “Us”, “Our”, “Company”), having its registered office at 6048, Prestige Shantiniketan, ITPL Main Road, Whitefields, Bengaluru – 560048, Karnataka, to access the PayGlocal Software Application and to avail the Foreign Funds Collection Service. KINDLY CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DESCRIBED IN THIS AGREEMENT BEFORE ACCEPTING THE AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT AND USER’S AUTHORIZED REPRESENTATIVE REPRESENTS THAT HE/SHE IS DULY AUTHORIZED TO COMMIT THE USER TO THE TERMS AND CONDITIONS OF THE AGREEMENT AND TO SIGN THE AGREEMENT ON USER’S BEHALF
Your acceptance of this Agreement is generated and preserved as an electronic record under the Information Technology Act, 2000, (together with its amendments, and rules made thereunder, and other prevailing law(s) / regulations as may be applicable at the relevant point of time) and will be binding on You as a Merchant. By completing the sign-up process or registration process for availing the Foreign Funds Collection Service You hereby agree and acknowledge that (i) You are at least 18 (eighteen) years of age, (ii) You are duly authorised either in your individual capacity or under the capacity of being an authorised signatory of the Merchant (defined hereunder) (iii) You can understand, read and access the world wide web / internet in English language, (iv) You have read, understood and agree to be bound by this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND OTHER CONSIDERATION, THE SUFFICIENCY OF WHICH IS ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
“Applicable Law” shall mean and include (but is not limited to) all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, approvals, directives and orders of any government, government authority, statutory, municipal or regulatory authority, tribunal, board, court or recognized stock exchange in the Republic of India, including without limitation, Online Payment Gateway Service Providers (OPGSPs), 2015, Regulation of Payment Aggregator – Cross Border (PA - Cross Border), 2023, Guidelines on Regulation of Payment Aggregators and Payment Gateways (PA-PG), 2020, Master Direction- Know Your Customer (“MD-KYC”) Direction, 2016, Payment and Settlement Systems Act, 2007 (“PSS Act”), Foreign Exchange Management Act, 1999 (”FEMA”), Prevention of Money Laundering Act, 2002 (“PMLA”), Information Technology Act, 2000 (“IT Act”), Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“SPDI Rules”), Digital Personal Data Protection Act, 2023 (”DPDP Act”), Information Technology (Indian Computer Emergency Response Team and the Manner of Performing Functions and Duties) Rules, 2013 (“CERT-In Rules”) and any approvals, guidelines, requirement or other governmental restriction and having the force of law and/or having jurisdiction over the Parties and other laws as may be applicable to the Parties, (as may be amended, supplemented, and modified from time to time).
“Agreement” shall mean this Agreement along with its the annexures and schedules, as may be amended in electronic or written form, from time to time.
“Approved Jurisdiction” shall mean the countries other than the grey or black-listed countries under the Financial Action Task Force (FATF) or any other risk country, as may be notified by the RBI from time to time.
“Authorised Dealer Category-I/ AD Category-1 Bank” shall mean a bank licensed by the Reserve Bank of India (RBI) for foreign exchange services for the purposes specified from time to time.
“Business Day” shall mean (except where otherwise indicated) a day, not being a Sunday or a public or bank holiday in the state of Karnataka.
“Confidential Information” shall mean and include this Agreement and its annexures, terms and conditions and any material, document, applications, idea, Data, details, software, systems, papers, statements business/customer/ marketing/ financial database, or other information and trade secrets, research and development, processes, tangible and intangible information relating to each Party hereto, its products and services or its business affairs etc., which is not in the public domain and whether or not is marked as confidential or is by its nature confidential and is disclosed by the Parties or its representatives to the other or its employees, agents, representatives etc., for the purpose of this Agreement.
“Data” shall mean and include a representation of information, facts, concepts, opinions or instructions in a manner suitable for communication, interpretation or processing by human beings or by automated means, ‘personal information' or ‘sensitive personal data or information' as defined under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, as amended from time to time, including Personal Data.
“Document” shall mean but not be limited to identity proof, registration certificates, invoices, shipping details including Air Way Bill numbers and proof of service delivery documents or any other evidence/ documents pertaining to the Remitter and/or the transaction.
“Export Collection Account” shall mean a bank account held by the AD Category-1 bank for PayGlocal in India specifically designated for purpose of provisioning the Settlement Amount to the Merchant Account.
“Foreign Funds Collection Services” or “Service” shall mean the Settlement services facilitated by PayGlocal wherein (i) You being the supplier of product/ service is located in India, (ii) the recipient of product/ service. i.e., the Remitter is located outside India, (iii) the place of supply of product/ service is outside India, (iv) the payment of such product/ service has been received by You in convertible foreign exchange or in Indian rupees as permitted by the RBI. For purpose of clarity, this shall form part of Services.
“Foreign Collection Account” shall mean the bank account, the details of which is provided by PayGlocal to You to be shared with their respective Remitters, for the purpose of receiving payments for Products/services purchased by the concerned Remitter.
“Government Authority” means any federal, state or local government, and includes any entity/bodies exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or any other government authority, agency, department, board, commission or instrumentality of the government (whether federal, state or local) in India and/or any jurisdiction in which a Party conducts business, and any court, tribunal, quasi-judicial forum or arbitrator(s) of competent jurisdiction, and, any governmental or non-governmental self-regulatory organisation, agency or authority.
“INR” means the official currency of the Republic of India, i.e., the Indian Rupees.
“Intellectual Property Rights” shall mean any and all rights, privileges, provided under Applicable Law relating to: intellectual property, whether registered or unregistered, in any country including applications, all patents and patent applications (including any patent that in the future may issue in connection therewith and all divisions, extensions, continuations, renewals, registrations, confirmations, re-examinations, or renewals or reissues thereof or related thereto); all copyrights and copyrightable works, including reports, software, databases, and related items; all trademarks, service marks, marks, trade names, brand names, product names, corporate names, logos and trade dress, the goodwill of any business symbolized thereby and all common law rights relating thereto; and all registrations, applications, recordings, rights of enforcement, rights of recovery based on past infringement and any and all claims of action related thereto and licenses or other similar agreements relating to the foregoing.
“Introducer” shall mean Winvesta India Technologies Private Limited, a company incorporated in India with registered address at 3rd Floor, Birla Centurion, Pandurang Budhkar Marg, Worli, Mumbai - 400030. Introducer shall facilitate the introduction of the Merchant to PayGlocal, on the basis of representations made by PayGlocal to the Introducer.
“Instruction” shall mean any oral, written or any other form of communication by You or Yours representatives to PayGlocal in relation to the Services availed under the Agreement and terms detailed herein.
“Merchant Account” shall mean an account held by You for receiving the Settlement Amount.
“NOSTRO Account” shall mean a bank account of PayGlocal in arrangement with an AD Category-1 Bank, in a foreign currency, for the purpose of electronic remittance by the Remitter.
“Personal Data” shall mean and include any information relating to an identified or identifiable person, and which is collected in connection to provision of the Services.
“PayGlocal Software Application” shall mean PayGlocal's technology such as websites, software, platforms, application programming interfaces, and other online tools, and applications for facilitating the Services by PayGlocal along with all or any application(s)/script(s)/program(s) embedded therein and includes all its documentation relating thereto and all new releases, updates or revisions of such software, platforms, application programming interfaces, and other online tools, and applications for facilitating the Services pursuant to this Agreement.
“Products” shall mean tangible/ intangible products or services listed on Your Website, purchased by the Remitter.
“Remitter” shall mean any person outside India/entity legally registered outside India (but within Approved Jurisdiction) who/which purchases Products/ services, listed on the Website or invoice and electronically remits the Transaction Amount in Foreign Collection Account or NOSTRO Account, as the case may be, in a legally acceptable foreign currency vide any legally valid payment instrument.
“RBI” shall mean the Reserve Bank of India.
“Settlement” shall mean the process of settling the Settlement Amount in the Merchant Account by AD Category-1 Bank in accordance with Clause 6 of this Annexure.
“Settlement Amount” shall mean the Transaction Amount, after deduction of the charges, penalties, levies, refunds, chargeback, Service Fees (if applicable) or any other adjustments made from time to time in relation to each Transaction, which shall be settled from Export Collection account to Merchants Account, subject to receipt of funds in Foreign Collection Account.
“Transaction” shall mean the transaction in connection with the purchase of any Products by the Remitter in exchange for payment to the Foreign Collection Account, as provided by You to the Remitter.
“Transaction Amount” shall mean the amount/export payment received from the Remitter in connection with a Transaction, under the Instructions of You to PayGlocal.
“Website” shall mean the website and/or the mobile application established by You for the purposes of enabling its customers to purchase the Products.
PayGlocal shall provide Foreign Funds Collection Service for processing payments to You, in arrangement with an AD Category-1 Bank, enabling You to receive/accept Transaction Amount/export payments from Remitters located in any Approved Jurisdictions. In the scope of this Agreement, PayGlocal shall facilitate the remittance of funds to the Merchant Account within the prescribed limits as prevailing under the guidelines by RBI.
In consideration of the Foreign Funds Collection Services, the Fees shall be charged as per the commercial letter agreed between Merchant and PayGlocal. (“Fee”). The Fees payable by You to PayGlocal shall be deducted from the Transaction Amount payable to You by PayGlocal in respect of each Transaction. You further acknowledge that the Fees payable/ paid by You for a confirmed Transaction shall not be refunded or repaid by PayGlocal to You or any other person in any eventuality, in whatsoever form. In the event of any revision in the Fees, PayGlocal shall intimate the same to You in writing and the revision of Fees shall be as agreed between the Parties in writing.
PayGlocal shall inform You, in writing of any significant changes to the Service that require changes to Your e-commerce solution integration with the Service by giving reasonable notice prior to the change taking effect. You undertake to update Your e-commerce solution within the time limit specified by PayGlocal in writing. You shall be responsible for Your own costs in respect of changes to Your own systems, as well as for the implementation and testing thereof. Such changes shall be made available on the “Merchant Terms of Use”. You acknowledge and undertake to comply with “Merchant Terms of Use”, as may be published by PayGlocal on its website, from time to time as set out on https://payglocal.in/merchant-terms.
PayGlocal shall not be responsible for the functionality or availability of third-party Service, e.g. telecommunication services or service of card payment acquirers and other payment aggregators/ processors, if applicable.
You shall be required to submit all the necessary documents and details as may be required by PayGlocal to complete Your onboarding in accordance with Our internal Merchant onboarding and Know Your Customer Policy as per the guidelines prescribed by the Reserve Bank of India or any other regulatory authority. You understand that upon successful onboarding, You shall be provided a Foreign Collection Account for the Settlement of the funds.
You shall use commercially reasonable efforts to prevent fraudulent, unauthorized, or illegal access to or use of, and any loss or damage to, PayGlocal Software Application to the extent within Your control and notify PayGlocal promptly in the event of such potential circumstance.
You agree to co-operate with PayGlocal with respect to all Applicable Laws and any other such guidelines issued by the RBI. You further agree that non-compliance of this Clause shall be considered as a material breach of this Agreement for which PayGlocal reserves a right to immediately terminate this Agreement with a claim on You for pecuniary damages. You shall further assist with all the Documents, information and reporting requirements as sought by PayGlocal, from time to time. In the event PayGlocal incurs costs or losses directly attributable to Your non-compliance with the provisions of this clause, PayGlocal shall be entitled to withhold an amount not exceeding the actual costs incurred by PayGlocal as a result of Your non-compliance.
You must inform PayGlocal in writing and without undue delay of any change in Your information that may affect the Agreement or the Service, including but not limited to changes to Your address, telephone number, e-mail address, and/or the business undertaken by You. You must also inform PayGlocal, in writing, of the termination or signing of agreements with payment processors/ payment aggregators.
You agree to perform any and all acts including (without limitation) execution of any such documents, that may be requested by PayGlocal and/or the foreign service provider, to avail the Foreign Funds Collection Services.
You explicitly acknowledge and agree that PayGlocal is not obliged to execute any Transaction or provide any Foreign Funds Collection Service to You, if, PayGlocal at its sole discretion considers that doing so would breach any Applicable Law in any jurisdiction, in relation to such Transaction.
You agree that PayGlocal shall solely rely on any Instructions provided by You in accordance with the provisions hereof without any obligation or duty to inquire into the genuineness or correctness of such Instructions shall be binding on You. The Parties further agree that PayGlocal shall not be held responsible for any liability whatsoever for any action or inaction arising from any error or inaccurate or delayed information or Instruction provided by You and/or the Remitter.
You acknowledge that the refunding of an already received payment is out of the scope of this Agreement.
You understand that You shall be solely responsible for appropriately compensating the Remitter in case any defects or damages are found on delivery of the Products. You shall be further responsible for adequately maintaining either the risk reserve fund or the Remitters' protection fund or requisite insurance to protect the Remitter.
You shall use all or parts of the Foreign Funds Collection Services only to transact for legitimate business and commercial purposes and not on behalf of any other person or entity, only with a prior written consent of PayGlocal.
You shall deliver or cause to be delivered to PayGlocal within 2 (Two) Business Days, such information as PayGlocal may reasonably request for the purpose of the Foreign Funds Collection Services, including but not limited to the documents and/or information regarding Your financial and business affairs and/or identity. You represents and warrants that all information provided to PayGlocal by You or any third party on Your behalf, is true and accurate in all material respects and You shall not omit or withhold any information which would make such information inaccurate in any material respect.
You shall deliver all the Documents as required by PayGlocal from time to time. In some cases, Settlement may be subject to prior submission of the transaction-related documents including but not limited to invoice, shipping details, delivery details, business terms and contract with the Remitter etc.
Unless agreed to otherwise by You in writing, You shall be responsible, at its own cost, for the provision of all equipment, software, systems, and facilities which are necessary to enable receiving the Foreign Funds Collection Services.
You shall provide PayGlocal with periodic security assessment reports, based on the risk assessment of PayGlocal, as per Applicable Laws.
You acknowledge that any invoice for which the inward remittance is collected would be declined by PayGlocal if it does not fall within the ambit of the Applicable Law or direct transfer by PayGlocal's foreign service provider partner.
You acknowledge that the foreign exchange rate applied on the amount settled to You will be as per the prevailing interbank rate from reputed information sources as of the day of settlement to Your Account.
You shall be independently responsible for the verifications/ validation of its Remitter, if required, without any liability to PayGlocal under any circumstances.
You represent that You own all titles, interests, and rights to all export payments. No person or entity other than You has any rights in relation to any export payments.
You shall be responsible for appropriately compensating the Remitter in case any defects or damages are found on delivery in the goods purchased. You shall be solely responsible for the quality or merchantability of the Products sold to the Remitters by You. Any and/or all disputes with respect to the Products raised by the Remitters shall be addressed by You and PayGlocal shall not be responsible for the same. You understand and undertake that PayGlocal shall not be a party to any such disputes and You shall indemnify and hold PayGlocal harmless from any liability arising out of such disputes. However, You shall ensure to notify PayGlocal of such dispute within 1 (One) Business Day.
You hereby expressly acknowledge and grant explicit consent to PayGlocal to share, disclose, and transfer its Documents, data, and information, with PayGlocal's third-party service providers for the purpose of facilitating the provision of the Services including but not limited to opening of virtual accounts, risk assessment analysis, security, fraud prevention, quality control, etc.
You shall disclose comprehensive information about Your policies, customer grievances, privacy policy, and other terms and conditions on Your Website. Further, You shall specifically indicate the timelines for processing returns and refunds on Your Website, as per the Applicable Laws.
You agree that PayGlocal may, with prior written intimation, limit the total value of transactions over a given period of time, basis the risk assessment of You by PayGlocal, from time to time or as may be directed by the relevant authority and/or under the Applicable Laws.
You warrant that it does not conduct business, directly or indirectly, in any jurisdiction that is non-compliant with the Financial Action Task Force (FATF) standards for combating money laundering and terrorist financing. You shall promptly notify PayGlocal in writing if it becomes aware of any circumstances that may cause it to be in breach of this obligation.
You hereby agree to obtain consent from the Remitter for processing the Data, provided to PayGlocal, including without limitation sharing the Data with third-party service providers, solely for the purpose of availing the Services. Every request for consent from the Remitter shall be accompanied by a notice to the Remitter informing him or her of the purpose for which Personal Data shall be processed and the details of the Personal Data which shall be processed and the manner in which the Remitter may exercise any right available to her in relation to the Personal Data being processed under the Applicable Law. The Data may include transaction information, personal data, and other pertinent data necessary for the provision of Services, as informed by PayGlocal. The Data shared with third-party service providers shall be solely at the discretion of You, and PayGlocal disclaims any endorsement or responsibility for the engagement of such providers.
You shall not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the PayGlocal Software Application or any intellectual property therein.
You will not do, cause or authorize to be done anything which will or may impair, damage or be detrimental to the reputation and goodwill of PayGlocal.
Settlement Timeline: The Settlement Amount shall be settled within T+3 days. Wherein, T is the day remittance of the Transaction Amount to the Foreign Collection Account. The following amounts may be deducted or withheld from the Settlement Amount:
Any excess or erroneous payment made by PayGlocal to You.
Fees and charges payable to PayGlocal.
Any other sums due from or payable by You to PayGlocal.
or damages incurred by PayGlocal as a result of any lapses in system integration and/ or any security breach by You by an act, commission, omission or gross negligence.
any penalties or fines imposed by regulatory body or any other entity on PayGlocal, in respect of Your Website, Products and/or the Transactions carried out by You.
the price charged to the Remitter was in excess of the price at which the Products supplied by You.
PayGlocal has requested evidence, in relation to the Transaction, which You has failed to provide any satisfactory evidence / documents pertaining to the Transaction.
PayGlocal shall be the point of contact for any dispute or concern in relation to the Foreign Funds Collection Services and PayGlocal on receipt of a complaint shall immediately forward the same to the foreign service provider partner for an earlier resolution of the complaint which shall not be later than the maximum timelines prescribed under the Applicable Law. PayGlocal shall not be liable for any loss or inconvenience caused to You or the Remitters by virtue of any failure of Foreign Funds Collection Services or for any other reason whatsoever.
Parties hereby represent and undertake to the other Party, as of the Execution Date, unless otherwise set forth below, that:
it is duly organized, validly existing, and in good standing under the Applicable Laws of India or the place where it has been incorporated;
the execution and performance of this Agreement by the Parties and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of the Parties and do not and will not conflict with or result in (a) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which the Party is a party that would materially adversely affect the Party's ability to perform its obligations under this Agreement; or (b) a breach of any Applicable Law;
it is compliant with PCI DSS and Payment Application-Data Security Standard (PA-DSS), (if applicable), and/or any other applicable security standards;
there are no legal, quasi-legal, administrative or other proceedings, claims, actions or governmental investigations of any nature pending against the Party and the Party has not received any notice or intimation of any such proceeding, claim, action or governmental investigation against it, in each case, which relates in any manner to the Agreement or the transactions contemplated by the Agreement or which could otherwise adversely impact their ability to perform the Agreement;
in case either Party is required to take specific approvals or licenses under this Agreement, it shall be their sole obligation to obtain the approvals/licenses required; and
has requisite licenses, registrations, approvals and permits to conduct its business in full force and is in compliance with the Applicable Laws.
You shall be responsible for the necessary implementation of/or integration with the PayGlocal Software Application for using the Services. You must carry out testing and integration of the PayGlocal Software Application in accordance with PayGlocal's instructions before the Services can be deployed.
PayGlocal agrees to provide Services through PayGlocal Software Application on a non-exclusive basis. Provided, You shall be solely responsible for modifying or implementing such changes in their system, as may be required for integration with PayGlocal Software Application.
You acknowledge that any violation of this Clause would cause irreparable harm to PayGlocal and could not be adequately compensable by monetary damages. Therefore, and in addition to other relief available to PayGlocal, You agree that injunctive relief will be available to PayGlocal.
PayGlocal may from time to time, modify, alter or perform maintenance services on PayGlocal Software Application (“Maintenance Services”).
You understand that PayGlocal will have downtimes, PayGlocal shall make reasonable efforts to maintain 98% uptime of Services, subject to any exceptional circumstances of downtime, or requirement for regular maintenance and/ or scenarios which are beyond PayGlocal's control including but not limited to Force Majeure Events.
You agree that PayGlocal shall not be liable for any losses, damages and/or expenses incurred by You in respect of any loss of access and/or use or interruption in the use of PayGlocal Software Application system due to Maintenance Services or a disruption caused due to a Force Majeure Event, provided that PayGlocal shall provide prompt notice to You of the Maintenance Services or Force Majeure Event.
No period of downtime or inoperability will be included in calculating the extent that such downtime or degradation is due to any of the following:
a third-party service provider's outage that is beyond the reasonable control of PayGlocal;
failures of the Merchant's internet connectivity;
disruption caused by Force Majeure Events;
inoperability or material degradation of the Website; or
scheduled downtime caused by or resulting from the improper use of the PayGlocal Software Application by You.
Term: The term of this Agreement shall commence upon Your electronic acceptance of this Agreement and shall remain in effect unless terminated by either party, in writing.
Either Party may terminate this Agreement upon giving written notice of 60 (Sixty) Business Days to the other Party without assigning any reason.
The Parties shall be entitled to immediately terminate the Agreement and/or discontinue/suspend Service at any time without notice if:
a Party has materially breached the terms of this Agreement and such breaches are not remedied or cured within 30 (Thirty) Business Days from the receipt of a written notice of such breach from the other Party;
an application for bankruptcy or winding-up/liquidation or re-organization by way of a scheme of arrangement under any Applicable Law, has been made in relation to a Party, or it is otherwise declared to be unable to meet its contractual obligations;
such termination or suspension is required under the Applicable Law;
such termination or suspension is required pursuant to any order or directions issued by a Government Authority.
PayGlocal shall be entitled to immediately terminate the Agreement and/or discontinue/suspend Service at any time without notice:
upon failure or delay in payment of Fees for a continuous period of 3 (Three) months;
there is any discrepancy in the Documents provided by You and such discrepancy is not cured within 01 (One) Business Day from the date of receipt of such notice from PayGlocal.; or
if the number or amount of fraudulent Transactions submitted by You or the number of Chargebacks in relation to Your business is excessive than normal course of business; or in the other Party's opinion, the hardware, software, or telecommunication used by a Party may pose risk to the security of the Service or Data, or the Party's operations otherwise entail a Data security risk, and the Party has not rectified the situation within 07 (Seven) Business Days despite a written notification by the other Party; or
You use the Services contrary to PayGlocal's instructions, or use the Services for any unlawful purposes; or
change in the line of the Your Business, without prior written notice to PayGlocal;
if You engage in any unlawful or fraudulent or illegal activity through its Website or otherwise; or
You fail to use the Services and/or Your account is dormant for a continuous period of 6 (Six) months; or
any cessation of services from PayGlocal's third-party service providers, whether temporary or permanent; or
You suffer a security breach; or
You or Your Products are determined by PayGlocal to be unacceptably risky or present an unreasonable fraud or Chargeback risk.
Upon expiration or termination of this Agreement for any reason whatsoever as provided herein (collectively “Termination”), all rights and obligations of the Parties hereunder shall cease, except where the Parties have expressly agreed for certain rights and obligations under the Agreement to survive any such Termination.
Upon Termination, PayGlocal shall be entitled to cease providing the Services, disable Your Merchant ID, restrict Your access to the PayGlocal Software Application and undertake such other actions as may be necessary. You shall promptly cease all use of the Services and access to PayGlocal Software Application, and shall promptly return or securely destroy, as directed by and in the sole discretion of PayGlocal, any documentation, data or material related to PayGlocal Software Application or Services. You shall cease identifying PayGlocal as its service provider.
Upon expiration or termination of this Agreement, for any reason whatsoever, You shall be obligated to share Transaction Data so as to enable it to reconstruct individual transactions with PayGlocal for the transactions processed during the Term of this Agreement. Further, PayGlocal shall have the right to retain the Transaction Data, as required under the Applicable Laws.
You shall, upon the Termination of this Agreement, be solely responsible for the uninstallation of the PayGlocal Software Application from Your Website, including any costs related to such uninstallation. Notwithstanding anything to the contrary, Parties shall store the Data in connection with the provision of the Services as required under Applicable Laws, provided that each Party continues to adhere to the confidentiality obligations given under clause 13 of this Agreement.
Notwithstanding anything to the contrary, any obligations of the Parties accrued prior to termination shall survive such termination.
Upon termination all outstanding invoices rendered by PayGlocal in respect of the Service, or any other related or unrelated expense shall become due and payable in accordance with the payment terms set out in the Agreement.
You agree to indemnify and keep harmless PayGlocal and its directors, officers, employees, agents and affiliates (including their directors, officers, employees, and agents) fully indemnified at all times, against any damage, liability, fines, penalties, costs, amounts and expense (including without limitation reasonable attorneys' fees) arising out of any obligations, claims, actions, suits, judgments, orders, litigations, enforcements and/ or proceedings, incurred or sustained by PayGlocal in connection with and as a consequence of (i) breach of its covenants, obligations, representations, and warranties under this Agreement; or (ii) fraud, wilful misconduct, or gross negligence; or (iii) a material breach or violation of any Applicable Law, rules, and regulations; or (iv) failure to obtain any required consents from the Remitter for Data processing for the Services; or (v) misuse or loss of Remitter's Personal Data by You including loss due to security breach and breach of PCI DSS requirements or any other security standards or (vi) any claim or proceeding brought by Your vendors, Remitters, or any other third party against PayGlocal, in respect of any products or services offered by You.
Notwithstanding anything stated here in under, including the obligation to indemnify under this Agreement, the aggregate liability of PayGlocal from any cause whatsoever shall be limited to the preceding 3 (Three) months' fees payable under this Agreement from the date of occurrence of such liability. Further, neither Parties shall have any liability for, nor will the measure of damages include, under any theory of liability (whether legal or equitable), any indirect, special, punitive or consequential damages or amounts for business interruption, loss of income, profits or savings arising out of or relating to their performance or non-performance under this Agreement.
The Parties agree that all the Intellectual Property Rights contained in the intellectual property owned by each Party are the sole property of the concerned Party. The Parties agree that they shall not infringe upon the Intellectual Property Rights of the other Party. The Parties agree that they shall not use the intellectual property of the other Party without the prior written consent and instructions of the other Party. Further, the PayGlocal Software Application or any other software application of PayGlocal including webpages, the Services, applications, processes and systems, and deliverables produced by PayGlocal to perform its obligations under this Agreement (including without limitation, reports, compilations, and databases in any and all media) (collectively, which shall include service marks, logos and trademarks) are and shall remain the exclusive property of PayGlocal and are protected by copyright law or other intellectual property laws.
Each of the Parties to this Agreement including their agents, servants, employees, officers, personnel agree to hold as secret and confidential all the Confidential Information, received from the other Party. Confidential Information provided from one Party to the other shall remain the property of the providing Party. This Agreement shall in no way be construed to grant any right, license, or authorization to either Party to use Confidential Information except as permitted in this Agreement. Each Party shall restrict access to Confidential Information received from the other Party to those employees and persons in the receiving Party's organization who have a need to know such Confidential Information in order to perform its obligations hereto and are made aware of its obligations to hold such Confidential Information secret and confidential. Notwithstanding the foregoing, this Clause will not apply to any particular information of a Party that the other Party can demonstrate (a) was, at the time of disclosure to it, in the public domain; (b) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (c) was in the possession of the receiving Party at the time of disclosure to it without being subject to another confidentiality agreement; (d) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (e) was independently developed by the receiving Party without reference to Confidential Information of the furnishing Party.
Warranty: PayGlocal disclaims all warranties regarding Services and PayGlocal Software Application unless expressly agreed in writing hereunder. PayGlocal shall endeavour to maintain its Services/software/platform, PayGlocal Software Application and its security certification on a best-effort basis; however, PayGlocal does not warrant that the Services and PayGlocal Software Application will be free from error, malicious code or any virus or provided in an uninterrupted manner.
Disclaimer: While PayGlocal strives for accuracy and completeness, it does not provide any guarantee or warranty with respect to the Services and PayGlocal Software Application that are provided by PayGlocal including third-party service providers are provided or made accessible to You through the Services “as is” and “as available”. The content of the Services and PayGlocal Software Application may include technical inaccuracies or typographical errors. PAYGLOCAL DOES NOT REPRESENT OR WARRANT THAT (I) THE SERVICES AND THE PAYGLOCAL SOFTWARE APPLICATION PROVIDED PURSUANT TO THIS AGREEMENT WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (II) THAT THE SERVICES OR PAYGLOCAL SOFTWARE APPLICATION WILL BE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT DATA PROCESSED THROUGH THE PAYGLOCAL SOFTWARE APPLICATION WILL REMAIN SECURE. PAYGLOCAL ASSUMES NO RESPONSIBILITY TO YOU, ANY CUSTOMERS OR ANY THIRD PARTY FOR ANY ERRORS OR OMISSIONS OF ANY KIND IN THE CONTENT OF THE SERVICES AND PAYGLOCAL SOFTWARE APPLICATION AND DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, IN RELATION THERETO OR IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OFMERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. AS SUCH, EXCEPT WITH RESPECT TO ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, PAYGLOCAL HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF COMPATIBILITY, SATISFACTORY QUALITY, COMPATIBLE QUALITY, NON-INFRINGEMENT, FITNESS FOR ANY SPECIAL OR GENERAL PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW. EXCEPT AS OUTLINED IN THIS AGREEMENT, PAYGLOCAL MAKES NO REPRESENTATION, WARRANTY OR CONDITION REGARDING THE ACCURACY, TIMELINESS, AVAILABILITY, RELIABILITY OR OPERATION OF THE SERVICES AND PAYGLOCAL SOFTWARE APPLICATION WILL BE ERROR-FREE, OPERATE WITHOUT INTERRUPTIONS, BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR BE COMPATIBLE WITH OR FUNCTION IN THE MERCHANT'S COMPUTER ENVIRONMENT.
In the event, either Party's performance under this Agreement is prevented or delayed in whole or any part due to, circumstances or events beyond their control including but not limited to delays due to floods, fires, cyclones, storms, adverse weather conditions, accidents, earthquakes, riots, explosions, wars, hostilities, acts of government, customs barriers, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis (including quarantines), or other causes of like character (“Force Majeure Event”); provided, however, that in the event a Force Majeure Event persists for 60 (Sixty) days or more, either Party shall have the right, but not the obligation, to terminate this Agreement.
Data Protection: Data related to the You and Remitter shall be collected and processed (“Process”) by PayGlocal's technology in order to provide the Services and fulfil the obligations under the Agreement, such as risk assessment and management, in line with the Applicable Laws. You further accept the obligation to inform Your Remitters and other representatives and take necessary consents, as required to undertake the Process. You understand that PayGlocal shall not be made party to any dispute, or claims arising out of or in relation to the validity of consent obtained or not obtained by You from the Remitters or any third party. You agree that the Data shared by You with PayGlocal shall be processed by PayGlocal in accordance with its Privacy Policy available at https://payglocal.in/privacy-policy-for-clients and in line with the Applicable Law. Further, In the event, that You become aware of a data breach affecting the Data in pursuance of the Services unauthorized access, or security breach affecting Your system or data that may impact the Services or PayGlocal Software Application, You shall promptly notify PayGlocal and the relevant Government Authority of such data breach event in writing, no later than 06 (six) hours after receipt of information regarding the data breach. Upon notification of such security breach, Parties shall promptly initiate discussions to determine the impact on each Party's systems, Services as well as requirements to inform regulatory authorities including but not limited to Indian Computer Emergency Response Team (CERT-In) and RBI.
Security Controls and Security Procedures: PayGlocal shall maintain and comply with security procedures that are consistent with applicable industry standards. PayGlocal may revise such security procedures from time to time after reasonable prior notice to You if it will impact You in any manner. PayGlocal shall inform or notify You of all security incidents in case such data breach has a direct impact on the Services provided under this Agreement. PayGlocal ensures that, as the Services provided under this Agreement involves the processing of payment transaction Data, the Services shall be in compliance with Applicable Laws and any other security requirements specified by regulatory authorities, card networks, including the PCI DSS (Payment Card Industry – Data Security Standard), and Payment Application-Data Security Standard (PA-DSS) as maybe applicable to You and furnish such information/ documentation and audit report to PayGlocal as may be requested from time to time.
You hereby explicitly grant consent to PayGlocal to share the Transaction Data, which includes but is not limited to, payment instruments, Customers, Foreign Collection Account, and transactional Documents with the Introducer, for the purpose of provision of the Service. You expressly agree and acknowledge that PayGlocal will grant the Introducer access to the PayGlocal Software Application, which will allow the Introducer to view, edit, and download the information relating to the Transaction. This will facilitate the Introducer to upload the necessary Documents, if required, for the Settlement of Transactions. PayGlocal shall rely on these Documents shared by the Introducer through PayGlocal Software Applications or any other mode, without conducting independent verification, for the provision of the Service. You shall not hold PayGlocal liable, whatsoever, for any misuse or unauthorized use of its Transaction data and/or Documents by the Introducer. Further, the You hereby assumes sole responsibility for any penalty, fine, interest, levied or imposed by relevant authorities due to discrepancies in such Documents, whether shared by the Introducer or You.
BOOKS AND RECORDS
You will keep and maintain books and records including submission of invoices, and compliance with information protection requirements, which may include a review of invoice records, invoices from contract parties, contracts with contract parties and payments relating to this Agreement, in accordance with industry standard accounting principles and practices in India, and make available for the inspection, examination, and audit by PayGlocal, and any regulator/ government body(ies)/ statutory authorities, its authorized employees, agents or representatives and auditors (collectively, the “PayGlocal Auditors”) or regulators at all reasonable times during the Term of this Agreement and for a period of 10 (Ten) years or such period as prescribed under Applicable Laws, after termination or expiration of this Agreement. You will promptly permit and cooperate with any inspection, examination or audit by PayGlocal Auditors or regulators to conduct the audit/inspection. You shall facilitate such audits, providing access to relevant documentation and information as reasonably required by PayGlocal or any Government Authority, in accordance with Applicable Laws and regulations.
GOVERNING LAW AND DISPUTE RESOLUTION
In the event of any dispute or difference of opinion between the Parties arising out of or in connection with this Agreement or with regard to the performance of any obligations by either Party, the Parties hereto shall use their best efforts to settle such disputes or differences of opinion amicably by mutual negotiation. In case the dispute or differences are not settled amicably as within 30 (Thirty) Business Days from the date of the dispute, the dispute / differences shall be referred to a sole arbitrator, mutually appointed by the Parties. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in English language and the venue of such arbitration shall be in Bengaluru. The arbitrator's award shall be substantiated in writing. The arbitrator shall also decide on the costs of the arbitration proceedings. The award shall be binding on the Parties, subject to the Applicable Laws in force, and the award shall be enforceable in any competent court of law.This Agreement shall be governed by the laws of the Republic of India. Each Party irrevocably consents to the jurisdiction of courts in Bengaluru, India in connection with any action violating this Agreement.
NOTICES
All notices and communications in connection with this Agreement shall be in writing and sent or communicated to You through the Introducer. Any notice to PayGlocal should be sent to the address mentioned in this Agreement.
INDEPENDENT CONTRACTOR RELATIONSHIP
PayGlocal is serving as an independent service provider to You under this Agreement. Nothing in this Agreement shall be deemed or construed to create the relationship of partnership or joint venture between the Parties, it being understood that neither the method of computing compensation nor any other provision contained in this Agreement shall be deemed to create any relationship between the Parties other than the relationship of independent parties contracting for services. The Parties has, and shall not hold itself out as having, any authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon the other Party.
AMENDMENT
No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both Parties. The Parties may amend this Agreement mutually in writing, with 30 (Thirty) Business Days prior notice. Shorter notice may be given, if such amendment is in response to requirements from the regulatory authorities, contractual obligation change between You and payment aggregators/processors and/or important security reasons or if the change is of minor importance or advantageous to the Parties.
WAIVER
No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party who is asserted to have made the waiver; any waiver of a breach or observance of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
ASSIGNMENT
PayGlocal shall always retain the right to assign the Services by sending a written notice to You. Further, PayGlocal may assign its rights, liabilities and / or obligations under this Agreement, with intimation to You, in the event of sale/ transfer of all or substantial business and/or assets of PayGlocal or in the event of a change of control. You are not entitled to assign or in any other way transfer any of its rights, interests, or obligations, under the Agreement to a third party, whether in whole or in part without PayGlocal's prior written consent.
SURVIVAL CLAUSES
Clause 9 (Term and Termination), Clause 10 (Indemnity), Clause 11 (Limitation of Liability), Clause 12 (Intellectual Property Rights), Clause 13 (Confidentiality), and Clause 18 (Governing Law and Dispute Resolution) shall survive Termination of this Agreement.
ENTIRE AGREEMENT
This Agreement, schedules and documents and website links explicitly incorporated by reference herein constitute the entire Agreement with respect to its subject matter and supersedes all prior agreements, understandings, negotiations and discussions, written or oral, with respect to that subject matter.
SEVERABILITY
If any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall be construed as if such invalid or unenforceable provision had never been a part of this Agreement but in a manner so as to carry out as nearly as possible the Parties' original intent.