Merchant Terms of Use

Last updated: July 5, 2022

PayGlocal Technologies Private Limited (”PayGlocal”/ “We”/”Our”) and Merchant collectively agrees that the Terms & Conditions specified below shall be construed and implied as legally enforceable agreement (this “Agreement”) between Merchant and PayGlocal for governing Merchant’s use of PayGlocal’s Services(More fully defined below) and any rights or/and obligations arising out of availing such Services. By using Services , the Merchant accepts and shall comply to the following terms and conditions, without any limitation or qualification:

Whereas

1 - By using the Services provided by PayGlocal, Merchant acknowledges and irrevocably accepts this Agreement, including all the conditions stipulated in the Data Privacy Policy, Merchant Grievances Redressal Policy, Cookie Policy and other policies (collectively referred as “Policies”) as available/published in PayGlocal’s Website from time to time

2 - PayGlocal reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement at any time with a prior written notice to Merchant. However, in case of changes or amendment in Applicable Laws
( More fully defined below) ,PayGlocal reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement at any time without any prior written notice to Merchant.

3 - Merchant’s continuous use of Services post any change/amendment to this Agreement shall be construed that Merchant have explicitly accepted and agreed to such Amendments, whatsoever.

4 - INCASE OF AMENDMENTS OR MODIFICATIONS OF THIS AGREEMENT SUCH AMENDMENT OR MODIFICATION SHALL BE AN INTEGRAL OF THIS AGREEMENT.

For this Agreement, Merchant and PayGlocal shall be collectively referred to as “Parties” and individually referred to as “Party” as applicable to the context.

Definitions

1 - Applicable Laws

“Applicable Laws” means and includes the Payment and Settlement Systems Act, 2007,Foreign Exchange Management Act, 1999 including amendments and regulations made thereunder, read with along with any guidelines or directions issued by regulatory Authority including but not limited to the guidelines on Regulation of Payment Aggregators and Payment Gateways, Combating Financing of Terrorism (CFT), Know Merchant Customer (KYC), Anti Money Laundering (AML)(as may be amended, supplemented, and modified from time to time)and such other data protection law, taxation law or other laws as may be applicable to the Parties from time to time.

2 - Authorization

“Authorization” means the process by which the Issuing Bank and/or Card Network Associations, electronically or otherwise convey the decision on the Transaction to PayGlocal.

3 - Acquiring Bank

Acquiring Bank means various banks including prepaid / card providers (card associations) with whom PayGlocal has entered into agreements for providing services in India.

3 - Acquiring Bank

Acquiring Bank means various banks including prepaid / card providers (card associations) with whom PayGlocal has entered into agreements for providing services in India.

4 - APM/ Alternate Payments

“APM” or “Alternate Payments” means any form of payment for International Transaction that shall not involve Major Card Schemes or Net Banking or United Payment Interface or Crypto Currencies. The APM shall be a legally valid Payment methods in the relevant country i.e., Customer’s country.

5 - APM providers/s

“APM provider/s” means payment institution authorized by applicable jurisdictional authority/regulatory body for providing/enabling APM as a payment system for payment to be affected between and Customer and Merchant.

6 - Business Day

“Business Day” shall mean (except where otherwise indicated) a day, not being a Sunday or a public/bank holiday.

7 - Charges

“Charges” means the fees and charges payable by Merchant to PayGlocal in consideration for the Services provided by PayGlocal.

8 - Chargeback

Chargeback means approved and settled purchase transactions which are at any time refused, debited or charged back to Customer account (shall also include similar debits to PayGlocal’s account, if any) by the Acquiring Bank, or Card Network Association, for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto.

9 - Customer

"Customer” means any person who purchases Products, listed on the Merchant's Website, using a Valid Card or any other payment instrument.

10 - Customer Charge/s

“Customer Charge/s” shall mean the consideration paid by the Customer/s for the Product/s purchased from Merchant’s Website including shipping charge (if any) and all applicable taxes, duties, other costs, charges and expenses in respect of the products or services that are to be paid by the Customer.

11 - Customer Order

“Customer Order” shall mean an order placed by the Customer for the purchase of Products listed on Your Website.

12 - Issuing Bank

"Issuing Bank” shall mean a bank or any other institution through which a Customer shall purchase the Products.

13 - Merchant Account

"Merchant Account” is the online account, provided by PayGlocal to You, to login and manage the configuration, receive Transaction keys and see Transactions performed using Your Merchant ID and download reports or any other details as may be provided by PayGlocal from time to time.

14 - Merchant’s Bank Account

“Merchant’s Bank Account” shall mean Merchant’s business account details, which have been provided by Merchant for receiving Settlement Amount as per the terms of this Agreement.

15 - “MID” or “Merchant Identifier” or “Merchant ID”

“Merchant’s Bank Account” shall mean Merchant’s business account details, which have been provided by Merchant for receiving Settlement Amount as per the terms of this Agreement.

16 - Merchant Website

Merchant Website shall mean and include, but not be limited to, the websites, e-commerce marketplaces, Store, mobile applications or any other channel through which Merchant may sell it's Products.

17 - Nodal/Escrow Account

Nodal/Escrow Account shall mean an account held by PayGlocal with any of the banks for the purpose of pooling the monies collected and facilitating the transfer of these funds for Settlement.

18 - PayGlocal Software Application

PayGlocal Software Application shall mean the application enabling the payment aggregator services of PayGlocal.

19 - Payment instrument

Payment instrument shall mean Valid Card, Net banking, UPI,APM and any other payment methods valid and legal under Applicable Laws and as agreed between the Parties.

20 - Products

Products shall mean a tangible/ intangible product or services listed on Merchant’s Website, purchased by the Customer using a Valid Card or other payment instrument.

21 - Relevant Authority

Relevant Authority shall mean any regulatory authority/Government authority or Acquiring Bank or Card Network Associations that has the authority to settle any dispute between card payment systems and Customers and/or in relation to the Transaction/s.

22 - Services

Services means not limited to payment aggregator services and may include PayGlocal Fraudulent Chargeback Guarantee Services1 , Online Payment Gateway Services2 provided by PayGlocal which enables Merchant to accept payments from Merchant’s Customers for the purchase of Products through Merchant’s Website.

23 - Settlement

Settlement shall mean the process of settling the Settlement Amount in the Merchant Bank Account by PayGlocal from time to time.

24 - Settlement Amount

Settlement Amount shall mean Customer Charges less the amount payable to PayGlocal, including but not limited to Charges, refunds, chargeback or any other adjustments made by PayGlocal from time to time in relation to each Transaction, which shall be settled by PayGlocal, subject to receipt of funds in PayGlocal Nodal Account/ Escrow Account.

25 - Transaction

Transaction means the transaction for purchase of any Products by the Customer by making payment vide Payment instrument/s using the Services provided through PayGlocal.

26 - Transaction Amount

Transaction Amount means the amount to be collected from the Customer as intimated by Merchant to PayGlocal in connection with Transaction.

27 - Valid Card

Valid Card means an unexpired card issued by any institution including a closed loop card or a Issuing Bank designated to issue a Visa, MasterCard, Visa Electron or a Maestro or other card as may be specified by the Issuing Bank from time to time provided that the card is not listed in a current warning or restricted card bulletins or notices and bears the signature of the person in whose name the card is personalized.

28 - Website

Website” means website and/or the mobile application which is established the Merchant for the purposes of enabling their Customers to carry out Transactions for purchase of products and services.

1 As applicable and opted by the Merchant during On-boarding / Services

2 As applicable, in case of cross- border Transactions

Merchant On-Boarding & Scope of Services

1 - PayGlocal shall provide the Services (as defined herein above) to Merchant through PayGlocal Software Application, in accordance with the terms and conditions of this Agreement.

2 - Merchant shall provide the requisite documents as requested by PayGlocal and Merchant shall be on-boarded subject to assessment and Due diligence by PayGlocal. The Merchant Consents, PayGlocal shall provide the Services only after completion of on-boarding process.

3 - In case if Merchant avail PayGlocal Fraudulent Chargeback Guarantee Services (“Guarantee Services”) in addition to payment aggregator services, Merchant agrees and acknowledge that the Guarantee Services shall be only for International Valid Card Transaction/s (“International Card Transaction/s”) i.e a Valid debit/credit card issued by a foreign bank which is headquartered outside the jurisdiction of India.

4 - An International Valid Card Transaction shall be processed for Guarantee Services (“Screened Transaction”) only if Merchant provide all data concerning such International Card Transaction to PayGlocal, as required by PayGlocal from time to time. The data required for Guarantee Services shall be intimated to Merchant, at the time of Merchant On-Boarding. We reserve an explicit right to determine the Required Data for such International Card Transaction/s and shall intimate the data required to Merchant from time to time.

5 - The Merchant acknowledges that under the Guarantee Services, the Merchant shall be eligible for protection from fraudulent charge-backs only.

6 - Charge-backs received due to processing error and/or buyer-seller disputes are classified as non-fraudulent / authorized purchases and hence such Transactions are not eligible for protection under the Guarantee Services.

7 - More to this, card networks may amend, add or remove reasons codes for fraudulent chargeback from time to time. In such case of omission or amendment, PayGlocal reserves a sole explicit right to determine whether such chargeback shall be protected under Guarantee Services. In case of any changes in the reason codes relating to fraudulent chargeback, PayGlocal shall notify the Merchant within a reasonable period of time. However, such notification to the Merchant, in any case, shall not be construed as an approval from the Merchant.

Charges

1 - In consideration of the Services rendered by PayGlocal , Merchant shall pay to PayGlocal, the Charges as agreed between the Parties, in written form.

2 - Merchant hereby acknowledge that the Charges payable/ paid by Merchant for a successful Transaction will not be refunded or repaid by PayGlocal to Merchant or any other person in any event. In the event PayGlocal does not deduct the due Charges during the Settlement of the said Transactions, PayGlocal shall deduct such due Charges from the Settlement of the Transactions conducted on subsequent days.

3 - PayGlocal reserves the right to revise the Charges payable by Merchant at its discretion by giving prior notice to Merchant. In the event of any revision in the rates are effected due to the changes by Acquiring Bank or Card Network Associations or guidelines issued by the regulatory Authority from time to time, PayGlocal shall have the right to revise the Charges without any prior written notice to Merchant. Payment by PayGlocal shall be without prejudice to any claims or rights which it may have against Merchant and Merchant shall not constitute any admission by PayGlocal as to the performance of the Merchant or of any amount payable to the Merchant.

Settlement

1 - In addition to Charges, PayGlocal shall be entitled to deduct /withhold any subsequent Transaction Amount (from individual Transaction or cumulative Transactions) payable to the Merchant (including subsequent to causation, commission or omission by the Merchant), based on the following reasons:

a. Any refund amount or Charge-backs due to any Customer Subject to availing of Guarantee Services for fraudulent Chargeback.

b. Any excess or erroneous payment made by PayGlocal to the Merchant due to mathematical errors or otherwise;

c. Loss or damages incurred by PayGlocal as a result of any lapses in system integration and/ or any security breach by the Merchant by an act, commission, omission or gross negligence.

d. Any and all and Charges payable to PayGlocal.

e. Any penalties or fines imposed by the Acquiring Bank / Card Network Associations or any other entity on PayGlocal, in respect of the Merchant’s Website, Products and/or the Transactions carried out by Merchant.

f. The card presented to the Merchant in respect of the Transaction was listed as a suspicious or fraudulent Transaction by PayGlocal, other Institutions or Card Associations or if such intimation is made available by or on behalf of Acquiring Bank to PayGlocal and/or the Merchant.

g. The price charged to the Customer was in excess of the price at which the Products supplied by the Merchant for cash or its MRP.

h. PayGlocal has requested evidence, in relation to the Transaction, which the Merchant has failed to provide any satisfactory evidence / documents pertaining to the Transaction.

2 - All or any specific Settlement Amount/s due to Merchant may be withheld or delayed by PayGlocal, till 30 days from the date of knowledge and/or PayGlocal may terminate this Agreement or may suspend all future refunds , if (i) Merchant or its agents commit any fraud or violates any law, legal requirement; (ii) PayGlocal or the Acquiring Bank believes that fraud has been committed against the Customers, PayGlocal, Card Network Associations, Acquiring Banks; or (iii) has reason to believe that either Merchant or the Customer are in connivance with any other person, have committed fraud or assisted in the same; or any Transaction has been fraudulently initiated (“Suspect Charge”); (iv) continuous non-delivery or, delayed delivery or expected non delivery of Products/Services to Customers; or (v) for any other reasonable reasons; ( vi) the Acquiring Bank makes any deduction to the Nodal/ Escrow Account for the default committed by Merchant relating to non-compliance of this Agreement or policies of PayGlocal and until the same is being indemnified by Merchant to PayGlocal. If PayGlocal within the said period, after due enquiry and investigation, determines that any Suspect Charge is valid at all, then PayGlocal shall be entitled not to pay the same to Merchant and if PayGlocal determines after due enquiry and investigation that the Charge is valid and not a Suspect Charge, PayGlocal shall release/ reverse such withheld payment to Merchant forthwith.

3 - The Parties explicitly agree that the Settlement to Merchant under the APM shall be made only after receipt of Transaction Amount in the Acquiring Bank and subject to confirmation from PayGlocal.

4 - PayGlocal reserves the right to temporarily block any transaction and/or the Services if the number of chargeback out of the total approved Transactions through Merchant Website are higher percentage as determined by PayGlocal from time to time with a prior intimation to Merchant. However PayGlocal shall provide a show cause to Merchant for resolving the issues causing the same.

5 - Merchant affirm that if the refund policy prohibits returns or is unsatisfactory to the Customers, Merchant may still receive a Chargeback relating to the disputed Transaction. PayGlocal shall endeavour to settle the Settlement Amount subject to Merchant fulfilling its obligation under each Transaction and under the terms of the present Agreement.

Parties Covenants

In consideration of PayGlocal providing the Services, the Parties hereby declare, assure, undertake and covenant as under:

1 - Merchant will disclose the exact business category/business sub-category for which Merchant will be using the Services and shall only avail the Services through Merchant’s Website. In order to use the Services for any other purpose, Merchant understand and acknowledges that Merchant will notify PayGlocal in writing of such change, subject to approval by PayGlocal.

2 - Merchant confirm that it is and shall continue to be in compliance with all Applicable Laws. All the documents and information provided by Merchant, including but not limited to, information for KYC compliance, data security audits, to PayGlocal are authentic, accurate and in compliance with the Applicable Law and terms of this Agreement. Merchant further also agree that all or any penalty levied on Merchant by any financial institution / government / regulatory & statutory authority, due to any discrepancy or flaw in the said information or document, shall be solely borne by Merchant.

3 - Merchant further understand and acknowledge that PayGlocal shall have the right to withdraw their approval/consent at any time prior to the commencement of the Services. Any changes to the information provided by Merchant to PayGlocal shall be notified to PayGlocal as per the instructions of PayGlocal.

4 - The Merchant will not engage in any activities, sales, purchases, transactions, business, dealings or deliveries in a Sanctioned Territory.

5 - The APM provider (including its processors) shall have the right in the same way as the issuing’s bank/Network, for any Refund or Chargeback.

6 - Merchant shall be solely responsible for the accuracy of all information displayed regarding the prices and other details of the Products on the Merchant Website.

7 - Prior to entering into any Transaction, with the Customer, Merchant shall ensure that appropriate instructions, information has been provided to the Customer in accordance with the Applicable Law. Merchant shall, at all times, ensure that appropriate disclosures/disclaimers, terms and conditions, notices, relevant PayGlocal are displayed conspicuously on the Merchant Website in accordance with Applicable Laws and as may be prescribed by PayGlocal from time to time.

8 - Merchant shall, be responsible for all the Customer service issues relating to Transaction, including , but not be limited to displaying an appropriate information to Customers in relation to the means of contacting Merchant in the event the Customer has questions regarding the status of Customer Orders, nature or quality of the Products offered for sale on Merchant Website, the payment options on the Website, non-delivery and delay in delivery of the Products, returns, refunds, Chargeback and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnel’s, policies or processes and the procedures for resolving disputes in relation to the Products. Merchant hereby agree and acknowledge that PayGlocal shall not be a party to such disputes and Merchant shall indemnify PayGlocal against any claims made by the Customer and/or any third party in relation to such Products delivered in accordance with the terms of the Agreement.

9 - Merchant hereby agree and acknowledge to bear all risks associated with the sale and delivery of the Products in relation to a Successful Transaction and PayGlocal shall have no liability thereof, in any manner whatsoever. For the purposes of this Agreements a “Successful Transaction” shall mean a Transaction undertaken by a Customer on Merchant Website for which the payment has been processed and received by PayGlocal. Merchant acknowledge that PayGlocal shall give confirmation only upon receipt of Transaction confirmation from the Acquiring Bank. PayGlocal shall not be responsible for any Transactions that have not been confirmed by the Acquiring Banks.

10 - In the event of any claim/dispute from the Customers, Merchant shall furnish to PayGlocal/ Acquiring Bank within 5 (Five) days of request, access to information regarding the proof of Transactions, invoices, receipts, delivery proofs, customer verification documents or other records pertaining to the order in claim/dispute by the Customers. Merchant shall retain all such records for a period of 180 days from the date of delivery of the Product. In the event of failure to produce such proof, PayGlocal shall have the right to withhold an equivalent amount of the disputed Transaction. Proof of Transactions shall mean, in respect of a product, proof to the satisfaction of any Acquiring Banks or card associations and/or any regulatory /governmental authority, that the product has been dispatched to the address specified by the Customer and in respect of a service, delivery/performance of the service, within Delivery Due Date.

11 - Merchant will not acknowledge any Customer Order as "Shipped/Order executed" until after the Product has been duly shipped or the Customer Order is completed/executed. Merchant agree to deliver all Products to Customers and/or complete/ execute all orders as expeditiously as possible and without any delay. If Merchant are unable to deliver the whole or any part of the Transaction within the delivery due date, Merchant shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.

12 - Merchant acknowledges that PayGlocal shall act only as per of this Agreement and instructions issued by Merchant and shall not be required to verify the information or instruction from Merchant or the Customers in order to facilitate payment of funds.

13 - Merchant hereby agree and acknowledge that PayGlocal or the Acquiring Bank, its authorized personnel, auditors (internal or external), and/or legal advisors shall have the right to inspect and/or audit all Merchant records to ensure compliance of PCI-DSS guidelines and other Applicable Laws by Merchant by giving a fifteen (15) days prior notice. Merchant agree that PayGlocal reserves a right to suspend or terminate this Agreement and/or the Services provided under the Agreement in event Merchant fails to observe the aforesaid covenants, in any manner whatsoever.

14 - In the event PayGlocal requires any additional Customer information, during the Transaction, it shall be entitled to collect such data from Merchant to improve the approval rate and risk mitigation.

15 - Merchant acknowledge and affirm that PayGlocal has the right to offer Customers, who are not resident of India, to see Transaction Amount in various currencies and transact in the currency other than Indian Rupees as per Customer’s choice.

16 - Merchant acknowledge that the Customer data shared by Merchant with PayGlocal is governed by PayGlocal’s Privacy Policy provided on PayGlocal’s website. PayGlocal shall have the right to use / or share it with any third party it for the purpose of internal fraud prevention and risk assessment.

17 - Merchant consents that PayGlocal shall use and share any information whatsoever relating to any Transaction/s with its contractor/s, only for the Services connoted in this Agreement. Provided however that any information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction may be disclosed to such court or regulatory authority to the extent specified in the order.

18 - Any information derived from any Transaction in relation to the Services in respect of a Customer (including the names, addresses and contact numbers) is confidential and constitutes personal & sensitive information for arrangements under the terms of the Agreement. Unless otherwise permitted or required by law, Parties shall only use the Customer information for the purposes of the Agreement, and resolving any refunds in accordance with the terms of the Agreement; not to provide (other than to PayGlocal or if required to do so by law), buy, sell or exchange a Customer’s name or personnel information in any form other than in accordance with the provisions of Applicable Laws including but not limited to the Information Technology Act, 2000 and the rules made thereunder.

19 - The Merchant agrees that it shall not operate under Banned Merchant categories published in PayGlocal website, from time to time.

20 - The Merchant covenants that it shall not store Indian Customer’s card data in whatsoever form; in compliance with the applicable laws. A security audit of the Merchant may be carried out to check compliance, in relation to applicable laws as and when required. PayGlocal shall not store the Indian Customer card credentials within their database or the server accessed by the Merchant. It shall comply with data storage requirements as applicable to Payment System Operators (PSOs) under the Applicable Laws.

21 - PayGlocal shall undertake comprehensive security assessment of Merchant during on periodic basis to ensure minimal baseline security controls in accordance with the Applicable Laws from time to time.

22 - From the date of first transaction till termination of Services, Merchant shall receive access only through PayGlocal Software Application, to manage transactions.

23 - In case If there is any significant changes to Merchant’s : (a) business, including any change of control or constitution; (b) business model pertinent to business units that use Services ; (c) the products and/or services provided that use or are dependent on Services; (d) Regulatory Requirements or Standards which Merchant are subject to, including but not limited to, changes to or the revocation of the licenses required for Merchant business; (e) where anything occurs which in PayGlocal's reasonable opinion suggests that Merchants will be unable to provide the products and/or services and/or otherwise fulfil the contacts with the Customers or Merchant have with us, such as significant volume drop or cease of processing; PayGlocal shall carry out fresh due diligence including identification and verification of their identity (Know Your Customer procedure) based on data, information and documents.

24 - Parties ensure that Business Continuity and Disaster Recovery processes are in place and plans are tested periodically to ensure BCP/DR capabilities.

25 - The merchant’s website shall clearly indicate the terms and conditions of the service and time-line for processing returns and refunds, Payment Application-Data Security Standard (PA-DSS) certificate from the Merchant on-boarded, as applicable.

26 - PayGlocal undertake to perform regular review of the Merchants’ website(s) as per the requirements mentioned under Guidelines on Regulation of Payment Aggregators and Payment Gateways to ensure continued compliance with the applicable Regulatory Requirements and to deter fraudulent and other wrongful activity and to provide us with the results of the regular reviews. PayGlocal has the right to terminate Merchant Account with PayGlocal if any outcome is not confirming to the true details of the Merchant.

27 - In case of cross border Transaction/s, the Parties, at all times complies with all Applicable Laws including Country’s/ies Economic Sanctions Law and Export Control Law/s.

28 - In the event that any of the Party discovers that a third party has attained knowledge of Customer identification and authenticating data, or misuse is suspected, the Party shall inform other Party and, where possible, PayGlocal may disable access by the Contractual Partner or the Merchant, as applicable, to the Services until the matter is resolved.

29 - If PayGlocal reasonably suspect that the Merchant is involved with or is connected to fraudulent or criminal activity or of being in possession of the proceeds of crime, PayGlocal may terminate this Agreement with immediate effect.

Representation and Warranties

Both Parties represent and warrant that:

1 - Shall procure and maintain all licenses, registrations, authorizations and clearances under Applicable Laws valid with respect to the Products delivered by Merchant from time to time.

2 - In case of cross border Transactions, shall adhere to all the Applicable Laws including but not limited to restrictions on the export or import dealings with the ‘Sanctioned Persons’ listed by the Office of Foreign Assets Control (OFAC) , United Nation (UN), European Union (EU), RBI and / or any other government authority, authorized and recognized to do so and such lists as updated from time to time. PayGlocal shall have a right to withhold any amount or Transaction perceived in non-compliance of this Clause.

3 - PayGlocal shall seek and Merchant shall provide periodic security assessment reports either based on the risk assessment (large or small Merchants) and / or at the time of renewal of contracts from Merchant.

4 - Merchant shall, upon the request of PayGlocal, execute and deliver or permit the execution and delivery of any and all such instruments and documents as PayGlocal may consider necessary in order to ensure compliance to the Applicable Law and/ or to the extent that they are not in conflict with the terms set out herein.

5 - Merchant acknowledge, confirm and agree that it shall be Merchant responsibility to reconcile the Transactions processed under the Agreement with the Transaction details provided by PayGlocal through the Merchant dashboard. It shall further be Merchant sole responsibility to reconcile the Transaction details and the respective Settlement Amount with the Transaction(s) made on Merchant Website using the Services.

6 - Merchant acknowledge, confirm and agree to report, any discrepancy arising due to, including without limitation, any error/fault/fraud/mismatch and/or any other reason or discrepancy whatsoever, to PayGlocal immediately upon first knowledge of such discrepancy or within 3 days of completion of such Transaction, whichever is earlier (“Incident Reporting Timeline”), failing which the reconciliation statement (available on Merchant dashboard or shared otherwise) shall be final and binding, with no further recourse and/or right to dispute the reconciliation statement or the Settlement Amount for such Transactions.

Authorization

1 - Merchant understand that PayGlocal may reject Authorization of a Transaction in accordance with its policies, Applicable Laws , Acquiring Bank guidelines or for any reason including but not limited to suspicion of fraudulent Transaction, illegal or doubtful Transactions, selling of banned items.

2 - Merchant acknowledge that, PayGlocal reserves the right to limit or restrict Transaction size, amount and/or monthly/daily volume at any time, for risk and fraud mitigation purposes. It is hereby clarified that such limitations or restrictions may be imposed for causes including but not limited for the /restrictions on the number of purchases which may be charged on an individual Valid Card during any time period, rejection of payment in respect of a Transaction from Customers with a prior history of questionable Charges, unusual monetary value of Transaction. Further, as a security measure, PayGlocal 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 as risk mitigation measures.

Chargeback and Refund

In case of valid Transaction/s and if Merchant does not avail Guarantee Services for Fraudulent Charge-backs:

1 - PayGlocal shall be entitled to withhold payment to be made to Merchant or deduct from the Settlement amount or to seek immediate reimbursement from Merchant , in the event of a Chargeback or where a Customer or the Issuing Bank raises a dispute against a Transaction. PayGlocal and Merchant shall address all the queries, disputes and grievances of the Customers with regard to Transactions through the redressal mechanisms as per the Applicable Law.In the event of a Chargeback dispute, Merchant shall submit the relevant documents to PayGlocal, in the manner prescribed by PayGlocal within 5 calendar days from the date of requisition by PayGlocal.

2 - In the event of a Chargeback reversal order by a Relevant Authority is passed pursuant to the above mentioned Chargeback dispute, PayGlocal shall reverse such Chargeback within timelines as specified by the Relevant Authority.

3 - In the event of Customer requests Merchant for a refund on any grounds whatsoever within the stipulated period as mentioned in Merchant refund policy:

a. Then Merchant shall refund the amount as per Merchant refund policy. Merchant shall (a) maintain a fair return, cancellation or adjustment policy in accordance with type of business (b) disclose its return or cancellation policy to Customers at the time of purchase (c) not give cash refunds to a Customer in connection with a card sale, unless required by law.

b. Merchant agree to process returns of and provide refunds and adjustments for, Products sold and/or payment collected through Merchant Website in accordance with Merchant policies.

c. Merchant understand that all refunds must be routed through the same Payment Methods through which the Transaction was made. In the event Merchant initiate refunds through any other mode, Merchant shall be fully liable for all Charge-backs raised in respect of such refunds.

d. Merchant shall ensure that PayGlocal at all times have sufficient funds for Merchant to process the refunds. PayGlocal shall not be liable to process any refund initiated in the event of insufficient funds and Merchant would be required to provide the sufficient funds before refund can be processed. Merchant acknowledge that no refunds shall be processed by PayGlocal after a period of 180 days from the date of Transaction.

4 - For Chargeback and Refund with relation to APM, the Merchant shall acknowledge & comply with “Merchant -APM_Specific Terms of Use”, as may be published by PayGlocal from time to time.

Term and Termination

Either party may terminate the Agreement immediately if:

1 - The other party is declared bankrupt, insolvent or into voluntary or compulsory liquidation or, If any order for the appointment of receiver is made in respect of the business or a substantial part of the property or assets of the other party by an order of court or competent authority.

2 - The other party is prohibited by any regulatory or statutory restriction from continuing to provide Services under this Agreement.

3 - If PayGlocal has reasonable grounds to believe that Merchant are in breach the of terms of this Agreement by selling any prohibited items or engaged in fraud or other illegal or unethical activities or in case of any flaw or discrepancy in the covenants & declarations of this Agreement and its documents or in case of violation of any guidelines, PayGlocal shall have the right to terminate its Services forthwith immediately.

4 - This Agreement, may be terminated by either Party for convenience by giving a 30 (Thirty) days’ prior written notice to the other. The termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to such termination.

5 - Upon termination of the Agreement:

a. Merchant shall be liable to pay all amount due, to PayGlocal under this Agreement including but not limited to dues arising due to disputes, refund, penalties or any other Charges as may be applicable to Merchant.

b. PayGlocal shall withhold/ claim a deposit up to simple Average, computed based on value of cumulated Charge-backs and refunds to the tune of total of 3 (three) immediately preceding months of Transaction Amounts from the date of Termination ( from different Payment Methods as applicable) .Such Withheld payment shall be used against any Charge-backs or refund claims on Transactions made during the Services.

c. In case , if any claim ,chargeback and/or refund exceed such withheld amount, ( in relation to any transaction prior / on termination date) Merchant shall be liable to pay such excess amount, even after termination of Services, in accordance with the claim, dispute a difference identified by PayGlocal from time to time.

d. All materials, documentations, instruction manuals, guidelines, letters and writings and other materials issued by PayGlocal, from time to time, shall be returned by Merchant.

e. Merchant shall immediately cease to use all of the PayGlocal’s Services and platforms in any form but not limited to trademarks or trade names of PayGlocal and shall return to PayGlocal all printed matters or any other material displaying trademark or trade name.

f. Merchant also acknowledge that the arrangement between one or more Acquiring Banks and PayGlocal may terminate at any time and services by such Acquiring Banks may be withdrawn. Accordingly, upon termination of the agreement between PayGlocal and the Acquiring Banks, PayGlocal may terminate this Agreement and the Services without any liability whatsoever. It is hereby agreed between the parties that the Settlement Amount outstanding and payable by PayGlocal to Merchant in relation to the Successful Transactions undertaken prior to the termination of the agreement between PayGlocal and the Acquiring Banks, shall be paid by PayGlocal to Merchant in accordance with the terms of the Agreements.

Intellectual Property Rights

1 - All intellectual property rights, owned prior to the execution of this Agreement by each party shall belong to the respective parties. The execution of this Agreement shall not grant either party any Intellectual Property Rights of the other party’s trademarks.

2 - Merchant shall utilize, only for the purpose of performing its obligations under the Agreement, the Services, PayGlocal Software Application and any other intellectual property developed by PayGlocal consisting of proprietary information and know-how, with the prior written consent of PayGlocal under the terms and conditions of this Agreement.

3 - Merchant hereby grant to PayGlocal a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and logos owned by Merchant, solely in relation to the Services and provision of the Services under the terms and conditions of the Agreement.

4 - Merchant agree and acknowledge to indemnify PayGlocal against any claims, losses and/or damages incurred by PayGlocal due to any breach of third party Intellectual Property Rights in relation to the Services.

5 - Merchant shall take reasonable measures as prescribed under this Agreement and the Applicable Law, to ensure that there is no breach of security in Merchant Website and/or on the PayGlocal Software Application .Merchant hereby agrees and acknowledges to indemnify the PayGlocal for any damages, losses or claims incurred by it, due to the non-compliance of this Clause.

6 - Nothing contained herein shall authorize Merchant to use or in any manner exploit the intellectual property rights of PayGlocal without prior written consent of PayGlocal and the usage of the intellectual property of PayGlocal shall, at all times, be in compliance with such approval and policies as may be notified from time to time by PayGlocal. Merchant undertake not to infringe the intellectual property rights of PayGlocal in the PayGlocal Software Application and/or any other intellectual property of PayGlocal, whether directly or indirectly through any third party.

7 - Merchant hereby agree and undertake to not modify, disassemble, reverse engineer, decode, attempt to decode, distribute or market a similar, derivative or equivalent PayGlocal Software Application.

8 - Merchant hereby agree and undertake to not modify, disassemble, reverse engineer, decode, attempt to decode, distribute or market a similar, derivative or equivalent PayGlocal Software Application.

9 - Merchant acknowledge the right of PayGlocal to use the database relating to the information of Customers in the event of their access to PayGlocal’s website and/or the PayGlocal Software Application.

Indemnity

The Party hereby undertake and agree to indemnify, defend and hold harmless, other Party, including its officers, directors, employees, representatives and agents , against any and/or all actions, proceedings, 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:

1 - Breach or non-performance by the Party or any of its undertakings, representations, warranties, covenants, declarations or obligations hereunder, in any manner whatsoever.

2 - Any claim or proceeding brought by the Customer or any other person against PayGlocal in respect of the Products including but not limited to a defect/ deficiency in any Products supplied to its Customers and payment for such Products, any refund, cash-back etc., for reasons that are attributable to Merchant.

3 - Any dispute relating to any Transaction processed through the Website, including a fraudulent Transaction, which is attributed to any act and/or omission by Merchant, Merchant personnel agents and/or representatives.

4 - If Merchant’s Product infringes any third-party rights including intellectual or proprietary rights of that third party and/or any non-compliance with the Applicable Laws., breach of security of data provided by the Customer., any negligent act, omission, error, fraud, neglect or default of Merchant agents, employees, licensees or Customers.

The indemnities provided herein shall survive the termination of the Agreement.

Limitation of Liability

Neither party shall be liable to the other party for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if the party shall have been advised in advance of the possibility of such loss, cost or damages.

Notwithstanding anything stated under this Agreement, the aggregate total liability of PayGlocal from any cause whatsoever shall not in any event exceed the sum equivalent to the preceding one month’s aggregate Charges paid by Merchant under this Agreement from the date of occurrence of such liability.

Confidentiality & Disclosure

1 - “Confidential Information” shall mean any proprietary and confidential information and trade secrets with respect to the Disclosing Party's business, including without limitation information relating to its products, technology, processes, drawings, specifications, programs, models, financial information and projections, formulae, methods, techniques, composition, development, plan, vendor information, customer information, financial data, know-how, developments, designs, improvements, software programs, products, marketing or business plans and strategies personnel data, customer and supplier lists and other valuable business information and opportunities , materials relating to the proprietary technical, financial, customer or business affairs of the party disclosing Confidential Information (the “Disclosing Party”) in any form (including in writing, electronically, computerized, orally or otherwise) which is either identified as confidential or which by its nature is generally considered proprietary and confidential (regardless of whether such information is specifically labelled as such) to the party receiving Confidential Information (the “Receiving Party”) pursuant to the terms of this Agreement.

2 - The Receiving Party agrees to protect, at all times, the Confidential Information of the Disclosing Party with the same standard of care and measures used by it to protect its own Confidential Information.

3 - Exception: The aforesaid confidentiality obligations shall not be applicable and shall impose no obligation on the parties with respect to any Confidential Information which:

a. Was at the time received or which thereafter becomes, through no act or failure on the part of Receiving Party, generally known or available to the public.

b. Is known to Receiving Party at the time of disclosure by the Disclosing Party, as evidenced by written documentation.

c. Is thereafter rightfully furnished to Receiving Party by a third party without restriction by that third party on disclosure; or

d. Has been disclosed pursuant to the requirements of law, any Governmental authority, any stock exchange regulation or any binding judgment, Court order or requirement of any court or competent authority, provided however, that the Receiving Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

The covenants of confidentiality set forth herein shall survive and continue and be maintained post termination of Services.

Force Majeure

1 - Neither party shall be liable for their failure to perform their respective obligations under this Agreement as a result of any force majeure event. For the purpose of this Agreement, force majeure event shall include acts of God or elements, fire, wars, epidemic, pandemic, sabotage, civil unrest, labour unrest, action of statutory authorities or local or central governments.

2 - Merchant acknowledge that the Services including PayGlocal website, PayGlocal Software Application, may not be uninterrupted or error free or virus free or free from other malicious, destructive or corrupting code, program, macro etc. and PayGlocal shall not be liable to Merchant 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 of the Customer's access to and/or use of the Services, interruption or stoppage of PayGlocal's website, non-availability of connectivity between Merchant Website and PayGlocal's website and/or PayGlocal Software Application, etc.

3 - PayGlocal's sole obligation and the Merchant sole and exclusive remedy in the event of interruption in any and/or all Services shall be to use all reasonable endeavors to restore the said Services as soon as reasonably possible.

4 - PayGlocal disclaims all warranties, express or implied, written or oral, including but not limited to warranties for a particular purpose.

5 - In no event shall PayGlocal be liable to Merchant or any other third party for any amounts due from Customer in connection with any Products purchased/ consumed by the Customer from Merchant or any applicable taxes and Government levies applicable to Merchant, Vendors, Customers or a third party.

Governing Law and Dispute Resolution

1 - In the event any dispute arises between the parties out of or in connection with the Agreement, including the validity thereof, the parties hereto shall endeavour to settle such dispute amicably by referring to the authorized representatives of the concerned parties in the first instance.

2 - In the event that an amicable solution cannot be reached within 30 (thirty) days from the date of referring the dispute to the authorized representatives, the dispute shall be referred to a sole arbitrator, who shall be mutually appointed by the Parties. The Arbitration proceedings shall be governed by the (Indian) Arbitration and Conciliation Act, 1996 and shall be held in Bangalore and the language of arbitration shall be English.

3 - This Agreement shall be governed and interpreted in accordance with Indian laws and the parties submit to the jurisdiction of the courts at Bangalore.

General Provisions

1- Non-exclusivity - Nothing in this Agreement shall prohibit/restrict PayGlocal from offering/rendering the services similar to those provided under this Agreement to any other Person (natural or non-natural).

2 - Assignment – PayGlocal shall always retain the right to assign its rights and obligation under this Agreement upon a written notice to Merchant. However, the Merchant shall not assign, in whole or in part, the benefits or obligations of the Agreement to any other person without the prior written consent of the PayGlocal.

3 - Notices – Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand delivery, registered post acknowledgement due and any reputed courier to the

Postal addresses of the Parties.

If to PAYGLOCAL:

PayGlocal Technologies Private Limited,

Attn: PayGlocal-Legal,

Address: 6048, Prestige Shantiniketan, ITPL Main Road, Whitefields, Bangalore-560048,

Email:
[email protected],

PayGlocal and the Merchant may change the aforesaid address for notification under this Agreement by giving a prior written notice to one another.

4 - Independent Parties - The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto. Neither Party shall make any representation that suggests otherwise.

5 - Severability - In the event that any part of this Agreement shall be held by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the remainder of this Agreement shall remain in full force and effect to the maximum extent possible.

6 - Amendment - Any variations or amendment or introduction will become effective and binding on the other Party only upon signed in acceptance by both the Parties.

7 - Waiver - No failure or delay to enforce any provision of this Agreement by either Party , shall mean waiver or prevent enforcement on later occasions.

Miscellaneous

1 - For our Website’s usage of Cookies, please refer to our Cookie Policy.

2 - We may use third-party service providers to monitor and analyze the use of our Website.

3 - Our Website and Services are intended only for access and use by individuals of at least eighteen (18) years of age. By accessing or using the Website or Services , Merchant warrant and represent that representative of Merchant/Merchant is at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of this Agreement. If Merchant are not at least eighteen (18) years old, Merchant are prohibited from both the access and usage of Website and Services.

4 - Our Website may contain links to Third Party web sites or services that are not owned or controlled by PayGlocal Technologies Private Limited.

5 - PayGlocal has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

Contact us

Please send your feedback, comments, requests for technical support by email: [email protected]

Mail us a letter:

Nodal Officer

PayGlocal Technologies Private Limited

6048, Prestige Shantiniketan,

ITPL Main Road, Whitefields,

Bengaluru, Karnataka – 560048,

India

www.payglocal.in

SCHEDULE A

Banned Merchant Categories

The following merchant categories are out rightly banned to be recruited for using PayGlocal services.

1 - Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services. Apparatus such as personal massagers/vibrators and sex toys and enhancements.

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

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

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

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

6 - Child pornography in any form.

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

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

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

10 - 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.

11 - Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs including but not limited to salvia and magic mushrooms.

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

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

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

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

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

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

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

19 - Offensive goods which include literature, products or other materials that:

a - Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors

b - Encourage or incite violent acts

c - Promote intolerance or hatred.

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

21 - Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a recognized and licensed medical practitioner in India or anywhere else.

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

23 - Securities, which includes stocks, bonds, mutual funds or related financial products or investments. Regulated goods which include 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.

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

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

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

27 - Wholesale currency, which includes discounted currencies or currencies, exchanges including brokers dealing with Crypto Currencies.

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

29 - Multi-Level Marketing schemes or Pyramid / Matrix sites or websites using a matrix scheme approach.

30 - Any intangible goods or services or aggregation/consolidation business.

31 - Work-at-home information.

32 - Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or Data transfer/ allied services. Voice process /knowledge process services.

33 - Any product or service, which is not in compliance with all Applicable Laws and regulations whether federal, state, both local and international including the laws of India.