Terms and Conditions for Availing PayGlocal Go App Services

This document/agreement/understanding is a computer-generated electronic record in terms of Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and may not require any physical or digital signatures.

These Terms and Conditions ("Terms / Agreement") shall constitute a binding and legally enforceable agreement between You (hereinafter "Merchant") and PayGlocal Technologies Private Limited (hereinafter "PayGlocal"). The Terms, enumerated under 'General Terms and Conditions' shall govern Merchant's overall use of PayGlocal Services (irrespective of the type of PayGlocal Services subscribed) whereas 'Specific Terms and Conditions' shall, along with 'General Terms and Conditions', govern Merchant's usage of specific PayGlocal Services. PayGlocal Services may be offered or made available to Merchant via PayGlocal website, mobile applications, software, APIs, social media, or any other access channels.

Please read these Terms ('General Terms and Conditions' and 'Specific Terms and Conditions') carefully before accessing or subscribing to any of the PayGlocal's Services. By using PayGlocal Services, the Merchant agree to be bound by these Terms, including PayGlocal's Privacy Policy and any other policy applicable to the Services availed by the Merchant. If the Merchant does not agree to these Terms or do not wish to be bound by these Terms, the Merchant must refrain from using PayGlocal Services. Specific Term and Conditions for a particular PayGlocal Service/s will become applicable from the day such particular Service/s are subscribed to be availed by the Merchant.

PayGlocal reserves the right to amend or otherwise modify the Terms at any time by posting an updated version on the website and / or the Merchant dashboard. The updated Terms shall take effect immediately upon posting or any specific date notified in relation thereto. Merchant's continued access of the dashboard or use of the Services signifies Merchant's assent/ratification of the updated or modified Terms. If the Merchant objects to these Terms or any subsequent modifications to these Terms in any way, then the Merchant must immediately terminate the use of the Services.

In addition to the 'General Terms and Conditions' herein, the Merchant is also required to agree to additional terms ("Specific Terms and Conditions") in connection with specific PayGlocal Services that the Merchant may avail from time to time. Such additional Specific Terms and Conditions will be provided to the Merchant in the form of Service Order Form (SOF). The Merchant agrees to be bound by such additional Specific Terms and Conditions. The Merchant shall be solely responsible for creating additional login access or sharing login access of the Merchant dashboard to any other person apart from the authorized signatory/ies of the Merchant. Any instruction provided by such additional accessee, including the act of signing / approving of any Terms and Conditions and / or any agreement and / or any document shall be deemed to be an act on the part of authorized signatory/ies of the Merchant and PayGlocal shall not be responsible to check the veracity of such act by any accessee. Should the Merchant choose to avail any specific Services or additional Services from PayGlocal, the Merchant may be required to complete such additional forms and / or provide additional data/information, as may be required by PayGlocal for enabling additional services. The Merchant hereby gives the consent for PayGlocal to store and use the data/information provided by the Merchant to PayGlocal during (i) the initial sign up/registration process; (ii) registration or onboarding for any specific Service in future; (iii) any other time through the course of availing PayGlocal Services. To the extent General Terms and Conditions are inconsistent with any Specific Terms and Conditions for any specific PayGlocal Services, then those specific terms shall prevail over these general terms. Service Fee chargeable from the Merchant in relation to one or more PayGlocal Services shall be agreed by the Merchant (i) at the time of acceptance of these Terms and Conditions by the Merchant; and / or (ii) at the time of subscribing for additional PayGlocal Services; and / or (iii) at the time of any price / commercial revision.

1. DEFINITIONS

In this Agreement, unless the context clearly indicates a contrary intention, and in addition to the terms defined in the relevant SOFs / annexures / schedules of the Agreement, the following words or expressions shall have the meaning assigned herein:

• Affiliate - means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby the term "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
• Authorized Representative - means directors, employees, auditors, lawyers, representatives or agents of the Parties who are authorized to represent the respective Parties for the purpose of this Agreement.
• Agreement - means and collectively refers to General Terms and Conditions as well Specific Terms and Conditions under various SOFs, commercials / Service Fee or any other polices / terms agreed by the Merchant and as amended from time to time. For the purpose of giving full and proper effect to this Agreement, General Terms and Conditions as well as Specific Terms and Conditions (under various SOFs) shall be read together and construed harmoniously.
• Applicable Laws - means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local Governmental/Regulatory Authority having competent jurisdiction and force of law over, or application to the Party, this Agreement or subject matter in question, as may be amended from time to time. Applicable Laws shall without limitation include any notification, circular, directive or other similar instruction issued by the Financial Sector Regulators including but not limited to the Reserve Bank of India. Applicable Laws also include rules, regulations, roles, responsibilities and processes as defined by NPCI.
• Business Day - means any day of the week (excluding Saturdays, Sundays or any other day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) on which banks are open for general banking business in the applicable region.
• Confidential Information - means any information, data or document shared or disclosed by the Disclosing Party (Party sharing the Confidential Information) to the Receiving Party (Party receiving the Confidential Information). Confidential Information may or may not be specifically marked and designated as 'confidential'. Confidential Information shall include, but shall not be limited to, trade secrets, Intellectual Property, formulae, processes, APIs, algorithms, codes, data, ideas, concepts, strategies, inventions, data, network configurations, system architecture, designs, flow charts, drawings, proprietary information, business and marketing plans, financial and operational information, material or data relating to the current and /or future business and operations of the Disclosing Party.
• Customer - means the Merchant's customer who makes payments using valid Payment Instruments (including a valid debit card / card / net banking account / UPI / wallets) to the Merchant in consideration for purchase of Products (goods / services) from the Merchant's Site (website / internet application).
• Facility Providers - means banks, financial institutions, NPCI, and technology service providers, other payment service providers, facilitating the provisions of Services or any part thereof, including but not limited to (a) acquiring banks, (b) banks issuing credit cards, debit cards, prepaid instruments and accounts, and (c) card payment networks (d) AD Bank (e) foreign payment service providers.
• Force Majeure Event - means any event, not within the reasonable control of the Party affected, which that Party is unable to prevent, avoid or remove using reasonable diligence. Force Majeure Event shall, to the extent such events and circumstances or their consequences satisfy the requirements mentioned hereinabove, comprise the following events and circumstances, namely: war, hostilities, invasion, armed conflict, act of foreign enemy, embargoes, moratoriums, any change in regulations resulting in practical impossibility to perform obligations, outages, downtimes and system failures experienced by a Facility Provider, riots, insurrection, prolonged labour stoppages, acts of terrorism, pandemic, sabotage, nuclear explosion, earthquakes, fires, typhoons, storms and other natural catastrophes.
• General Terms and Conditions or General Terms - means a set of overall general terms and conditions that are applicable to Merchant's use of PayGlocal Services. These terms and conditions are applicable to all of the specific PayGlocal Services subscribed by the Merchant. These terms and conditions are applicable in addition to any other terms and conditions (including 'Specific Terms and Conditions') applicable to a particular PayGlocal Services.
• Specific Terms and Conditions or Specific Terms - means all those additional terms and conditions that are specifically applicable to a particular PayGlocal Service subscribed by the Merchant. Specific Terms and Conditions are applicable to any Service in addition to General Terms and Conditions.
• Intellectual Property - means data, information, inventions, intellectual properties (including patents, trademarks, copyrights, design and trade secrets), "know-how", trade secrets, business strategies, new uses and processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software and moral rights.
• Merchant's Site/ Site - means the Merchant's e-commerce website or the web application named created / owned / operated by the Merchant or on behalf of the Merchant for the purposes of enabling its Customers to place orders for purchase of Products through the internet.
• Party/ies - means (i) wherever both Merchant and PayGlocal are referred collectively ("Parties"); (ii) wherever referred individually ("Party").
• 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 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.
• Payment Instrument - includes credit card, debit card (including international cards), prepaid payment instrument, Net Banking, UPI or any other instrument issued under Applicable Law, and used by a Customer to pay the Transaction Amount. ("Valid Card" shall mean an unexpired card issued by any Issuer designated to issue a Visa, MasterCard, Visa Electron, Amex, Diner or a Maestro or other card as may be specified from time to time provided that the card is not listed in a current warning or restricted card bulletins or notices.
• Permissible Deductions - means (a) Service Fee payable by the Merchant for various PayGlocal Services availed by the Merchant; (b) Chargeback Amount (including fines and penalties); (c) Refunds; (d) any penalty imposed by regulator / government authority / facility provider; (e) any other sum due and payable by the Merchant in relation to the Transaction such as interchange fee / processing fee charged by Facility Provider.
• Product - means all the goods / services that the Merchant sells to the Customer via Merchant's Site.
• Service Order Form or SOF - means such additional and specific terms applicable to any particular PayGlocal Service subscribed by the Merchant.
• Transaction - means an Order or request placed by the Customer on the Merchant's Site for purchasing Products from the Merchant, which results in a debit to the Customer's Payment Instrument.
• Transaction Amount - means the amount paid by the Customer in connection with Transaction.

2. SERVICES

PayGlocal will provide various Services as subscribed by the Merchant and more specifically detailed under Service Order Forms (SOFs). All such Services will be provided as per the General Terms as well as Specific Terms (collectively 'Agreement'). The Merchant agrees that the Service availed by the Merchant under the Agreement shall be used for its legitimate and bonafide business activities only.

3. TERM AND TERMINATION

• This Agreement shall come into effect from the date Merchant records its acceptance with PayGlocal (Effective Date) and shall thereafter remain valid and enforceable unless terminated in accordance with the terms of this Agreement.
• Either Party may terminate this Agreement by giving the other Party a prior written notice of 30 (Thirty) days. Provided, the Parties may terminate any specific PayGlocal Services without terminating the entire Agreement.
• PayGlocal may terminate this Agreement immediate upon breach by the Merchant of the terms, conditions, covenants, representations and warranties made by the Merchant under this Agreement.
• PayGlocal may terminate this Agreement on an immediate basis if the Merchant is found to be in breach of any regulatory guidelines applicable to Merchant and / or breach of Card Network guidelines.
• PayGlocal may terminate this Agreement if there is a withdrawal or termination of any license, permission or authorization required to operate Merchant's business.
• PayGlocal may terminate this Agreement immediately if Merchant's business and / or Transactions becomes / falls in such risk category that PayGlocal may no longer service the Merchant.
• Either Party may terminate this Agreement in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Consequences of the Termination

In the event the Agreement or a particular PayGlocal Service is terminated, the following shall be the consequences:

• All or any sums, fees and charges payable under this Agreement / SOF which are unpaid at the effective date of termination shall forthwith become due and payable by the Merchant.
• Merchant shall immediately refrain from any action that would or may indicate any relationship between the Parties.
• All the Confidential Information in any Party's possession that belongs to the other Party shall, unless otherwise required by Applicable Laws, be handed over to the other Party or destroyed (as per the instruction of the said other Party).
• Termination of one or more PayGlocal Services shall not impact the other subsisting PayGlocal Services under relevant SOF. However, termination of this overall Agreement shall automatically terminate all the SOFs, annexure, addendums etc.

Termination of this Agreement shall not affect any accrued rights or liabilities of either Party (resulting from respective acts and / or omissions of the Parties during the Term of the Agreement), nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

4. PAYMENT AND FEES

• The Merchant agrees to pay all the applicable service fees / charges / applicable taxes for the provision of various Services by PayGlocal ("Service Fees / Fee").
• Unless (i) specified otherwise in the relevant SOF; or (ii) agreed otherwise between the Parties separately, any Service Fee payable by the Merchant in relation to any PayGlocal Services provided under this Agreement shall be deducted (along with applicable taxes) from the Transaction Amount before initiating the net settlement to the Merchant.
• Subject to Clause 4.2 above, in cases where PayGlocal does not aggregate / hold any Transaction Amount on behalf of the Merchant, PayGlocal will raise GST compliant invoices at the end of each month for the Services provided and the Merchant shall discharge all such invoices within 15 days from the date of issuance of such invoice by PayGlocal.
• The Merchant shall bear all present and future taxes and other charges levied from time to time by any governmental authority pertaining to or in respect of the Fees/other amounts paid/payable by the Merchant under this Agreement. It is agreed that any statutory variations in applicable taxes during the subsistence of this Agreement shall be borne by the Merchant.
• PayGlocal reserves the right to update / modify the commercial / Fee terms after issuing prior notification to the Merchant.
• In all the instances wherein, the Merchant fails to discharge the invoices within the stipulated timeline, then PayGlocal may at its discretion exercise one or more of following rights:
  • Suspend some or all of the Services, as provided under this Agreement;
  • Charge a late payment interest @12% per annum (to be calculated on pro-rata basis for each day of delay);
  • Set-off the outstanding invoice amount against any sums / amount owed by PayGlocal to the Merchant.
• The Merchant understands that the Transactions may be subject to currency conversions. Accordingly, in cases where the Transaction involves currency conversion, it will be processed at a retail foreign exchange rate determined by PayGlocal based on the wholesale market rate at which PayGlocal obtains the relevant currencies ("Exchange Rate"). These wholesale rates are determined by various financial institutions based on multiple factors such as prevailing interbank rates, relative position of currencies in the market and other peculiar market conditions. The Merchant understands that Exchange Rate applied may also include or be subject to a fixed fee or percentage-based currency conversion fee ("Currency Conversion Fee") over and above the wholesale market rate obtained by PayGlocal. The Merchant understands that in order to avoid any potential impact resulting from fluctuations in currency exchange rates, underlying market rates and considering the involvement of various third-party service providers in the currency conversion process, PayGlocal may not be able to provide the Merchant with the actual or underlying market rate related information prior to the conversion of underlying Transaction payment. Therefore, any such rate / fee charged to the Merchant and / or to the Customer (only if applicable) in relation to any Transaction shall be in addition to the Service Fee applicable for any particular Services.

5. REPRESENTATIONS AND WARRANTIES

Each of the Parties represent and warrant to the other as under:

• It has the requisite power and authority to execute and perform this Agreement, and the terms and conditions contained herein;
• It is validly incorporated existing under the laws of India;
• It has procured all necessary licenses for the conduct of its business;
• This Agreement has been validly executed and delivered and constitutes a legal, valid and binding obligation on such Party;
• The execution, delivery and performance of its obligations under this Agreement does not and will not contravene any Applicable Laws, conflict with or result in any breach or default under any agreement, regulation, license or authorization binding upon it or any of its assets;
• It shall adhere to Applicable Laws in performance of this Agreement, rules, guidelines and directions issued by the Facility Providers or any other governmental authority with reference to the Services and all such laws and regulation applicable to its respective businesses;
• There are no other commitments or agreements entered into by it which may be in breach of the terms of this Agreement or the obligations of such Party hereunder.

The Merchant additionally represents / warrants / understands that:

• Before the commencement of any Service under this Agreement, it shall provide the necessary KYC documents to enable PayGlocal to conduct the due diligence in respect of the Merchant and its business activities. The Merchant shall cooperate in completion of KYC process, Merchant registration and other verification process. PayGlocal shall have the right to share the KYC documents (or the information therein) and other related documents with the Facility Providers or Governmental Authorities or legal enforcement agencies, as required under the Applicable Laws. Merchant agrees that PayGlocal shall have the right to rely on any information made available by Merchant on any public portals such as the Ministry of Corporate Affairs (MCA), National Securities Depository Limited (NSDL) etc. For this purpose, the Merchant represent and warrant that any such information is and shall remain true and correct.
• The Merchant understands that PayGlocal may from time to time ask for additional and / or updated KYC documents or any other business or Merchant related as may be required, per the instructions of Facility Providers or regulatory requirement or PayGlocal's merchant related policies. In case the Merchant fails to submit such additional information / documents within the stipulated timelines (on case-to-case basis), as required then PayGlocal may suspend / terminate the provision of Services immediately after expiry of such stipulated timeline.
• If there is any change / update in the KYC documents provided earlier by the Merchant or any change in the authorized signatory/directors/partners of the Merchant, then the Merchant shall immediately inform PayGlocal about the same. Any failure on the part of Merchant may result on suspension of the Services.
• If the Merchant wishes to avail any cross-border payment services provided by PayGlocal, then the Merchant shall also be required to comply with applicable laws / rules / regulations, as prescribed by the relevant authorities in foreign jurisdiction.
• Merchant will use PayGlocal Services only for those activities which the Merchant registered for when entering into this Agreement, or as otherwise approved in writing by PayGlocal from time to time.
• Merchant shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or its Affiliates.
• Merchant's use of Services does not facilitate any activity which is unlawful, illegal, unauthorized, prohibited, restricted or which is carried on with an intent to defraud or is likely to result in unjust enrichment and/or unlawful gain to the Merchant or any third parties, including its Affiliates.
• As of the date of this Agreement and throughout the Term, the Merchant declares that the Merchant, its Affiliates and/ or its Beneficial Owner/s are not Politically Exposed Person. The Merchant shall forthwith inform PayGlocal in writing if this statement becomes untrue during any period of the Term. Capitalized terms used in this Sub-Clause but not defined in the Agreement shall have the meaning ascribed to them in the extant Master Directions - Know Your Customer (KYC) issued by the Reserve Bank of India.
• The Merchant represents and warrants that it holds an express informed consent of its Customers to share Customer's confidential information, with PayGlocal (i) specifically in connection with provision of PayGlocal Services to Merchant, (ii) for the purposes of sharing such information with governmental authorities / Facility Providers (if required), as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking and fraud prevention, (iv) for any other purpose as may be consented by the Merchant.
• The Merchant shall ensure compliance with the PCI DSS and PA-DSS (if applicable), as may be amended from time to time. Merchant may be required to submit proof of compliance to PayGlocal in this regard.
• The Merchant shall not engage in any fraudulent activities aimed at or resulting in (i) defrauding the remitter / Customers to make unauthorized payments to the Merchant or any other third party; (ii) collecting payments from the remitters / Customer with no intention of delivering the goods / services. Furthermore, the Merchant shall not adopt any mechanism that results in abating or deceiving the remitter / Customer to make unsolicited payments to the Merchant or any third party. In case the Merchant engages in any such activities then the Merchant shall be liable to refund all the unauthorized / Illegitimate payments collected from the remitter / Customers and shall be required to pay the requisite penalties as may be imposed by any regulatory / governmental authorities in the applicable jurisdiction.

6. CONFIDENTIAL INFORMATION

• Each Party and its Authorized Representatives shall, at all times, maintain confidentiality regarding the content of this Agreement and any Confidential Information that it receives (Receiving Party), in any manner or form whatsoever, from the other Party ("Disclosing Party"). Each Party shall use at least the same standard of care and procedures used by themselves to protect their own proprietary information.
• Such third party / Authorized representative are under confidentiality obligations equivalent or stricter than the terms of this Agreement.
• The Receiving Party shall be solely liable for any breach of confidentiality of Confidential Information by such third party or its Authorized Representative.
• The Receiving Party shall immediately notify the Disclosing Party of any actual or potential breach of this Clause. Each Party shall, reasonably, co-operate with the other Party in any investigation, prosecution, litigation or other action related to the Confidential Information.
• Any Confidential Information that is required to be disclosed by the Receiving Party to its Authorized Representatives or any third party shall be disclosed strictly on a need-to-know basis and on the following conditions:
  • Information already known or independently developed by the Receiving Party without the use of any Confidential Information belonging to the Disclosing Party;
  • Information already known to the public through no wrongful act of the Receiving Party;
  • Disclosed in pursuance of explicit authorization by Disclosing Party;
  • Has been disclosed by Receiving Party pursuant to the requirements of applicable law / court / regulatory orders; provided, however, in such case the Receiving Party shall (unless restricted) prior to such disclosure notify the Disclosing Party about such disclosure requirement, such that the Disclosing Party may resist disclosure and/or obtain a suitable protective order;
  • Information disclosed to the Receiving Party by a third party without any confidentiality obligation.
• Injunctive Relief: Parties understand that monetary damages may be an inadequate compensation to the Disclosing Party in the event the Receiving Party breaches any provision of this Clause of the Agreement. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach. Provided however that aforesaid remedy shall not limit rights of the Disclosing Party under Applicable Laws.
• Subject to its obligations under Applicable Laws, upon termination or expiration of the Agreement or any SOF, the Receiving Party shall promptly return all the Confidential Information to the Disclosing Party. The Receiving Party may retain a copy of the Disclosing Party's Confidential Information for compliance of its obligations pursuant to Applicable Laws.
• The confidentiality obligation under this Clause shall survive the termination of this Agreement.

7. ANTI BRIBERY AND ANTI CORRUPTION

The Merchant agrees to comply with all applicable anti-bribery and anti-corruption laws which prohibit Merchant's officials, representatives, agents or any other person associated with or acting on behalf of Merchant from giving, offering, promising to offer, receiving / accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an improper commercial/ business advantage of any kind. Merchant also agrees not to give, offer, pay, promise or authorize to give or pay, directly, indirectly or through any other person, anything of value to its customers / vendors / suppliers for the purpose of inducing or rewarding any favorable action or influencing any decision in favor of the Merchant.

8. INTELLECTUAL PROPERTY RIGHTS

• Each Party shall own all rights, title, and interests in its respective Intellectual Property.
• All Intellectual Property related to the Services contemplated under this Agreement, (i) pre-existing; and/or (ii) conceived, generated, derived, produced or reduced to practice, by PayGlocal, as a result of the PayGlocal Services performed by PayGlocal shall be and shall remain the exclusive property of PayGlocal. For the avoidance of any doubt, Intellectual Property created by PayGlocal in the course of undertaking its duties and obligations under or during the Term of this Agreement shall be owned by PayGlocal.
• PayGlocal hereby grants to the Merchant, for the Term, only a limited, non-exclusive, non-transferable, non-assignable and revocable right to use PayGlocal API, secret keys, dashboard and other software applications which relates to integration with the Services. The Merchant shall (i) in no event provide access to any third party to the foregoing, and (ii) remain responsible for any unauthorized access or use of the same by any third party.
• Each Party owns all rights, title, and interest in its product and service names, logos, and registered or unregistered trademarks (collectively, "Marks"). Merchant hereby grants PayGlocal a limited license to use, reproduce, publish, and use the Merchant's Marks to identify Merchant as a user of the Service (by way of example, use includes: response to RFPs / bids, testimonials, websites, marketing materials, promotional campaigns and press releases).

9. INFORMATION SECURITY OBLIGATIONS OF THE MERCHANT

• The Merchant shall ensure that there are proper encryption and security measures at its Site to prevent any unauthorized disclosure of any data under its control. PayGlocal shall have the right to review and audit the Merchant's security process and controls from time to time. The Merchant shall promptly (or within RBI stipulated time frame) notify PayGlocal in the event of any breach at Merchant's end that impacts Customer data and / or system integration with PayGlocal on privacy@payglocal.in within 6 (six) hours of the Merchant becoming aware of such event. Monthly cyber security incident reports (if any such incident occurred during the month) with root cause analysis for any breach of Customer data and consequent preventive actions undertaken shall be submitted to PayGlocal by the Merchant. The Merchant shall ensure compliance with all applicable laws and guidelines on reporting of security incident breach and customer data breach (including but not limited to applicable CERT-In guidelines).
• The Merchant shall comply with or otherwise enter into an agreement with a third-party service provider to ensure compliance with the Payment card Industry - Data Security Standard ("PCI DSS"), as may be amended from time to time and / or the Payment Application-Data Security Standard ("PA-DSS"), if applicable. Merchant may also be required to submit proof of compliance with the aforementioned requirement.
• The Merchant may be required to submit periodic security assessment reports to PayGlocal.
• The Merchant shall at no time hold, store, copy or keep any Customer's Card data and shall not prompt any Customer to provide PIN / security code / password related sensitive data relating to Customer's Card or any Payment Instrument. If required, the Merchant shall provide a written confirmation certifying compliance to this aspect.

10. INDEMNITY

• The Merchant undertakes and agrees to defend, indemnify and hold harmless PayGlocal, its directors, agents, employees, representatives etc. from and against all actions, proceedings, claims, liabilities, penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses, including any third party claims, however arising directly as a result of (i) any acts or omissions of the Merchant or its agents, employees etc.; (ii) breach or non-performance of any undertaking, warranties, representations, covenants or obligations under this Agreement; and (iii) infringement of Intellectual Properties rights including third party rights; (iv) Breach of Applicable Laws; (v) Breach of Confidentiality; (vi) Breach of card network guidelines.
• The Merchant shall fully indemnify and hold harmless PayGlocal for any claim raised/ penalty imposed by the Facility Providers, regulatory bodies, government authorities including RBI against PayGlocal for any breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations under this Agreement.
• The Merchant shall also fully indemnify and hold harmless PayGlocal for any claims filed by Merchant's Customers against PayGlocal in relation to any dispute relating to the Products sold by the Merchant to its Customers.

11. LIMITATION OF LIABILITY

• Subject to the Applicable Laws, in no event will PayGlocal be liable for special, incidental, indirect, consequential damages (including loss of profit, business opportunities), regardless of whether such claims are based on contract, tort, warranty or any other theory of law. Notwithstanding anything contrary contained anywhere in this Agreement, PayGlocal's and that of its Authorized Representatives' aggregate liability under this Agreement will not exceed the total amount received by PayGlocal from the Merchant for the last 2 (two) months' Service Fees.
• To the maximum extent permitted by Applicable Laws and except as stated in the Agreement, PayGlocal does not provide any guarantee or warranty in relation to the merchantability of the Services or suitability of the Services for any peculiar purposes of the Merchant. The Services are provided on "as is" and "as available" basis and the Merchant agrees that it has undertaken requisite analysis and diligence on its end before subscribing to the Services herein. Furthermore, PayGlocal does not warrant that the Services will be free from error, interruptions, external third-party cyber incidents. However, PayGlocal shall undertake best endeavors to rectify any disruption in Services that is attributable to PayGlocal. Furthermore, PayGlocal shall not undertake any responsibility for any service disruptions at third party Facility Providers' end.
• The Merchant acknowledges that the Services are of complex nature and require the intervention and assistance of a number of parties including the Facility Providers. The Merchant acknowledges and agrees that PayGlocal shall only be liable for acts or omissions which are solely and directly attributable to PayGlocal.
• In the course of performance of the Services under this Agreement, PayGlocal shall be entitled to assume that: (a) messages / instructions that originate from the server of the Merchant, or the server of a third party designated by Merchant have been duly authorized by the Merchant; (b) Messages that originate from the Customer are deemed to be authorized by the Customer. PayGlocal shall not be liable for any losses or damages caused to any person whatsoever as a result of any such message being unauthorized, inaccurate or fraudulent.

12. PRIVACY

Any information captured by PayGlocal while providing Services in pursuance of this Agreement (collectively, the "Data") will be governed by its privacy policy https://payglocal.in/privacy-policy (which is in consonance with applicable laws), and as updated from time to time.

13. AUDITS AND INSPECTION

The Merchant shall assist PayGlocal in furnishing to its auditors, the Facility Providers, Governmental Authorities, or law enforcement agencies, forthwith upon request from time to time, relevant documents, the original copy /copies of proof of transactions, invoices or other records of Merchant, including pertaining to any Order placed by the Customers. Merchant shall retain records relating to Transactions for the maximum period required as per the requirements under Applicable Laws, from the relevant date of the order placed on the Merchant's Site. PayGlocal may by itself (or acting under the instructions of regulator / Facility Provider), Facility Providers, Governmental Agencies or law enforcement agencies are entitled to audit and inspect the records and other data in relation to the Services provided under this Agreement including but not limited to the Customer's orders. The Merchant shall ensure cooperation with PayGlocal, its auditors, Facility Providers, Governmental Authorities, or law enforcement agencies for any audit, inspection conducted in pursuance of this Clause.

14. FORCE MAJEURE

Neither Party shall be in breach of its obligation hereunder if it is delayed in the performance of, or is unable to perform (whether partially or fully), such obligations as a result of the occurrence of a Force Majeure Event; provided that the Party affected by the Force Majeure Event shall give notice to the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable and in any case within seven (7) days from the date on which the affected Party knew of the occurrence of a Force Majeure Event.

Nothing contained in this Section shall preclude the Merchant from (i) discharging the invoices raised by PayGlocal for the PayGlocal Services duly provided during and / or before the occurrence of such Force majeure event; (ii) complying with Applicable Laws.

15. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

• In the event of any dispute 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 initiation of amicable dialogue between the Parties, then such dispute shall be referred to a sole arbitrator, mutually appointed by the Parties or in case where the Parties are not able to finalize the sole arbitrator, then both Parties shall appoint one arbitrator each and both such arbitrators shall appoint a neutral third arbitrator.
• 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.
• If the Merchant doesn't respond to PayGlocal's dispute resolution request, then PayGlocal shall be entitled to take appropriate legal recourse.
• This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Bangalore shall have exclusive jurisdiction in respect of any such disputes or claims.

16. MISCELLANEOUS PROVISIONS

• This Agreement (including General and Specific Terms, annexures, schedules) constitutes the entire understanding between the Parties pertaining to the subject matter hereof and supersedes all other previous written, oral agreements, negotiations / discussions between the Parties.
• PayGlocal is serving as an independent service provider to the Merchant under this Agreement. Nothing in this Agreement shall be deemed or construed to create any relationship of partnership or joint venture between the Parties. The Merchant 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 PayGlocal.
• If any term or condition under this Agreement is determined to be unenforceable / invalid by any court of competent jurisdiction, legislature, regulatory body or for any other reason, 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.
• This Agreement shall not be assigned by the Merchant without the prior written consent of PayGlocal.
• This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto.
• All rights available to PayGlocal consequent to this Agreement or in connection herewith, or allowed it by law or equity, are and shall be cumulative and may be exercised separately or concurrently and from time to time without waiver of any other remedies. PayGlocal shall not be deemed to have waived any right, power or privilege under this Agreement unless such waiver has been expressed in a written instrument signed by PayGlocal. The failure on part of PayGlocal to enforce any provision of this Agreement shall in no way be construed as a waiver of such provision or a right to thereafter enforce such provision or any other provision of this Agreement.

SERVICE ORDER FORMS (SOF)

Specific Terms and Conditions for Payment Processing and Payment Aggregation Services (PA Services)

This Service Order Form ("SOF") captures Specific Terms and Conditions for the services enumerated herein. This SOF shall be read together and in consonance with General Terms and Conditions agreed to by the Merchant.

CHARGEBACKS

• If a Facility Provider communicates to PayGlocal the receipt of a Chargeback Request from the Customer, then the Merchant will be notified of the Chargeback Request. The Merchant agrees that liability for Chargeback, whether domestic or international, rests solely with the Merchant. Subject to availability of funds in Merchant's settlement balance, upon receipt of a Chargeback Request, PayGlocal may forthwith deduct Chargeback Amount from the accumulated Transaction Amounts which will be utilized based on the decision of the Facility Provider, either to a) process Chargeback in favour of the Customer or b) credit back to the Merchant.
• The Merchant agrees that (i) if the Merchant is unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by the Merchant, then the Facility Provider shall be entitled to instruct PayGlocal to deduct the Chargeback Amount from the Merchant settlement amount (if not previously deducted in an upfront manner) and initiate the reversal of debit of the Chargeback Amount associated with the Transaction.
• Notwithstanding anything in this Agreement, if the Facility Provider charges the Chargeback Amount from PayGlocal, the Merchant agrees and acknowledges that PayGlocal is entitled to recover such Chargeback Amount from the Merchant by way of deduction from (i) the Transaction Amount to be settled to the Merchant and (ii) any other funds of the Merchant held by PayGlocal in the course of providing the Services.
• The Merchant understands that the Chargeback Amount to be refunded to the Customer (as the case may be) will include all the associated taxes /fees / charges paid by the Customer to the Merchant as the Transaction Amount for the Customer Order.
• Any Fee charged by PayGlocal or Facility Provider in relation to the processing of any Transaction that resulted in Chargeback shall not be refunded to Merchant.
• On the issuance of notice of termination of this SOF or the Agreement, PayGlocal reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage for a period of one hundred and eighty (180) days ("Withholding Term") from the date of termination.
• The Merchant hereby understands that Chargebacks are the sole responsibility of Merchant and that PayGlocal shall not be liable for any claims and disputes which may arise in connection thereof.

REFUNDS

• Subject to availability of funds belonging to the Merchant with PayGlocal, the Merchant is entitled to initiate Refunds to the Customers at its sole discretion. PayGlocal will process the Refund only upon Refund initiation by the Merchant via Merchant Dashboard.
• All Refunds initiated by the Merchant shall be routed to the same Payment Instrument through which the Transaction Amount was paid by the Customer, unless specifically instructed by the Customer to credit the refund to an alternate mode belonging to the same Customer.
• The Merchant agrees that PayGlocal's Fee shall always be applicable and payable by the Merchant on each Transaction irrespective of whether the Merchant has refunded the same to its Customer.
• The amount of the Refund must include any associated taxes /fees originally charged from the Customer and cannot exceed the actual total Transaction Amount collected from the Customer.
• The Merchant understands that no Refund as regards Transactions completed through card payments shall be processed by PayGlocal after a period of 180 (One Hundred Eighty) days from the date of the Transaction.

MERCHANT'S OBLIGATIONS, COMPLIANCE, COVENANTS

• The Merchant shall provide necessary documentations (from time to time) and cooperate with PayGlocal in conducting Merchant's KYC diligence as per KYC Master Directions issued by RBI and guidelines provided by Facility Providers.
• It shall on its Site clearly indicate/display: (i) a return, refund, cancellation policy for its Products, in accordance with the type of its business, including the timelines for processing such returns, refunds or cancellations; and (ii) the general terms and conditions for the Customers.
• The Merchant shall not sell any Products as provided in "List of Prohibited Category of Goods And Services" under Annexure 1 to this SOF and as updated by the Facility Providers and regulatory authorities from time to time.
• Merchant will use the Services only for those business activities and / or Products which the Merchant registered for when entering into this Agreement, or as otherwise approved in writing by PayGlocal from time to time.
• The Merchant shall ensure confidentiality of all information submitted by the Customers at the Merchant's Site and shall have proper encryption and security measures and ensure that it is PCI DSS compliant.
• The Merchant shall setup a comprehensive Customer grievance redressal mechanism which provides the procedure for addressing complaints received from the Customer of the Merchant and shall include the details of the person designated by the Merchant for handling such Customer complaints.
• Merchant agrees to adopt and enforce any information security requirement that are provided by Facility Providers and / or RBI from time to time in order to ensure reasonable security processes and procedures.
• In the event there are any payment irregularities or excessive Chargebacks received during the Term of this Agreement, PayGlocal may require the Merchant to provide a certain amount, in the form of a security cover, as mutually agreed.
• The Merchant acknowledges that PayGlocal and/ or the Facility Provider shall not (i) be party and or be bound by any of the terms and conditions of any agreement entered into between the Merchant and its Customers and (ii) be responsible for the quality/ merchantability/ non-Delivery / after sales services / technical support / invoicing for the Products sold to the Customer.
• The Merchant shall ensure that all the information provided by it to PayGlocal is true and correct. The Merchant shall provide appropriate notice/disclaimer to the Customer on its Site that they are placing the Order solely with the Merchant and that PayGlocal has no role to play in fulfilment of the Order.
• The Merchant assures that the Customers will place the Orders themselves and agrees not to place Orders on behalf of the Customers. Furthermore, the Merchant shall not undertake any Transaction on its own behalf.
• It shall be the Merchant's responsibility to pay to PayGlocal, the amount of the penalty / fine imposed by the Card Associations or other Facility Providers on the PayGlocal for reasons attributable to the Merchant.
• The Merchant shall solely be responsible for any loss of Customer information or other data on the Merchant's Site / system and bear any loss caused due to this.
• The Merchant shall take all such precautions and measures as may be directed by PayGlocal to ensure that there is no breach of security and integrity of the link between the Merchant's Site and the internet payment gateway ("Hotlink").
• In the event of any inconsistency between any provisions of this Agreement and the standards set out by Card Associations / scheme owners the standards set out by the Card Associations / scheme owners shall prevail only to the extent of standards set out for use of cards.
• The Merchant acknowledges that the Card Associations and Acquiring Banks, have the right to prohibit any of the Merchant's conduct that may injure or may create a risk of injury to the Card Associations or Acquiring Banks including injury to their reputation/ integrity, core payment systems, or information.
• The Merchant shall not, without the prior consent of PayGlocal, disclose the identity of any cardholder or any information whatsoever relating to any Transactions to any other person or otherwise use any information acquired by it in relation to the cardholders other than for the purposes of this Agreement.
• PayGlocal reserves the right to call for proof of Delivery in respect of delivery/performance of the Merchant's Products. All proof of delivery of Products shall be maintained by the Merchant as per applicable laws and shall be open to inspection by the PayGlocal.
• The Merchant understands that either on the instructions of Card Associations / Acquiring Bank or if PayGlocal on its own accord reasonably suspects, on reasonable ground that the Merchant has committed fraud or engaged in unlawful activities, PayGlocal shall be entitled to temporarily suspend or permanently terminate the Services under this Agreement till the resolution of the query.
• The Merchant shall ensure that any additional payments / amounts / fee (apart from the price for the Product) charged by the Merchant from its Customer, are distinctly displayed to the Customer prior to the Transaction.
• The Merchant shall be responsible to do reconciliation on a daily basis for all the Transactions processed. In case of discrepancies, the Merchant shall report to PayGlocal regarding such discrepancy within three (3) days upon the receipt of the Settlement Amount.
• The Merchant shall not pass on the incidence of any transaction processing fee charged by the Facility Provider and /or PayGlocal to the Customers in any manner.
• The Merchants shall generate and display Transaction receipts to every Customer on completion of a Transaction and shall also e-mail a copy thereof to the Customer.

TRANSACTION LIMITS

• Merchant is aware and understands that the Acquiring Banks / Issuing Banks / Card Associations / scheme owners reserve the right to impose limits on the number of Transactions and / or the value of Transactions that may be charged on any individual Payment Instrument during any time period and reserve the right to refuse processing payments in respect of any Order exceeding such limit.
• The Merchant is aware and understands that Card Associations / Acquiring Bank may instruct PayGlocal to block payments from any specific Customer account or group of cards or Transactions from any specific blocked or blacklisted Customer cards, specific group of IP addresses, devices, geographic locations and/or any such risk mitigation measures it is required to undertake.

REJECTION OF TRANSACTION / UNCOLLECTIBLE PAYMENT

The Merchant understands that the Acquiring Bank / Card Payment Network may refuse to process or accept any Transaction categorizing them as uncollectible, in the following circumstances:

• Cardholder's account number is found to be invalid.
• The card used by the Customer in respect of the Transaction has not yet become valid or had expired or is classified under warning / restricted card category.
• If the Acquiring Bank / Card Network / regulators have requested evidence, in relation to any perceived suspicious Transaction, for which the Merchant has failed to provide any response.
• Acquiring Bank is of the opinion that the submitted Transaction is out of the normal Transaction pattern of the Merchant.
• The Issuing Bank refuses to honor the Transaction.
• If any Card Payment Network instructs the Acquiring Bank to not process a Transaction.
• If the Customer enters invalid card details or payment verification.

ADDITIONAL GROUNDS FOR TERMINATION OF THIS AGREEMENT OR SUSPENSION OF SERVICES BY PAYGLOCAL

• Immediately, if the Merchant is in the breach of "MERCHANT'S OBLIGATIONS, COMPLIANCE, COVENANTS" provided here.
• If PayGlocal receives instructions from Facility Providers or Governmental Authorities or law enforcement agencies to either suspend the Services, or part thereof.
• The Merchant's Products infringe or are suspected of infringing any third party's intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or the Merchant is suspected of selling counterfeit goods.
• If there are excessive disputes, Refunds, Chargebacks or reversals relating to the Merchant's Products (as directed by Facility Provider).
• KYC documents provided by the Merchants are found to be incorrect or fraudulent.
• If it is proved that Merchant has committed fraud against any Customer.

ANNEXURE 1 - List of Prohibited Category of Goods And Services

• Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.
• Alcohol, which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
• Body parts, which includes organs or other body parts - live, cultured/preserved or from cadaver.
• Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam).
• Cable TV descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.
• Child pornography in any form.
• Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection.
• Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials.
• Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials.
• 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.
• Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs including but not limited to salvia and magic mushrooms.
• Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items.
• Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction.
• Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrollment in online gambling sites, and related content.
• Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
• Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property.
• Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
• Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes.
• Offensive goods which includes literature, products or other materials that defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors.
• 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.
• Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.
• Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment.
• Securities, which includes stocks, bonds, mutual funds or related financial products or investments.
• Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.
• Traffic devices, which includes radar detectors/ jammers, license plate covers, traffic signal changers, and related products.
• Weapons, which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
• Wholesale currency, which includes discounted currencies or currency exchanges.
• Live animals or hides/skins/teeth, nails and other parts etc. of animals.
• Multi-Level Marketing schemes or Pyramid / Matrix sites or websites using a matrix scheme approach.
• Any intangible goods or services or aggregation/consolidation business.
• Work-at-home information.
• Drop-shipped merchandise.
• Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or Data transfer/ allied services. Voice process /knowledge process services.
• 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.

Specific Terms and Conditions for Fraud Screening Services

This Service Order Form ("SOF") captures Specific Terms and Conditions for the services enumerated herein. This SOF shall be read together and in consonance with General Terms and Conditions agreed to by the Merchant.

SCOPE OF SERVICES

• PayGlocal will provide fraud screening and risk analysis of all the Transactions processed by the Merchant via PayGlocal software application for all international valid Card transaction/s.
• An international Card Transaction shall be processed for Fraud Screening Services only if the Merchant provides all required data points concerning such international transaction.
• In cases where fraud screening and risk analysis conducted by PayGlocal on any international card Transaction still result in any fraud related Chargebacks, then PayGlocal will indemnify the Merchant only upto the value of fraud Chargeback amount.

ELIGIBILITY

The Merchant acknowledges that Fraud Screening Services shall not be applicable for recurring / subscription based / Standards Instruction (SI) based Transactions. Furthermore, the protection under Fraud Screening Services shall only be provided in relation to such Chargebacks that are classified as fraudulent with reason codes assigned by Card Payment Networks:

• Visa - Reason Codes: 10.1, 10.4, 10.5
• MasterCard - Reason Codes: 4837/37, 4840/40, 4863/63
• American Express - Reason Codes: FR2, F24, F29
• Discover - Reason Codes: UA02, AA, 7020

OBLIGATIONS OF THE MERCHANT

• The Merchant further agrees that it will provide PayGlocal with all necessary API configurations and required data which may include but not limited to the shipping and billing details, Customer's name, address, email, order amount or payment details, etc., as requested by PayGlocal.
• The Merchant understands that it will be Merchant's sole responsibility to ensure requisite consent from their Customers for the processing and sharing of various Transaction and Customer level information for the services herein.
• The Merchant agrees and acknowledges that PayGlocal's Fraud Screening Service offering shall not be applicable under the following circumstances:
  • If a chargeback is received due to processing error and/or buyer-seller disputes or any other reason classified as non-fraudulent / authorized purchases.
  • If the Merchant delivers tangible goods to an address other than the shipping address set out in the original order.
  • If the Merchant was successful in reclaiming the goods.
  • If the Merchant sells goods or services from the prohibited / restricted industry / businesses.
  • If the required data points provided by the Merchant are inaccurate or incomplete.
• The Merchant shall be solely responsible for the quality or merchantability of the Products sold to the Customers by the Merchant. Any and/or all disputes with respect to the Merchant's Products (goods or services) raised by the Customers, shall be addressed by the Merchant and PayGlocal shall not be responsible for the same.

Specific Terms and Conditions for Foreign Fund Collection Services (Multi Currency Account)

This Service Order Form ("SOF") captures Specific Terms and Conditions for the services enumerated herein. This SOF shall be read together and in consonance with General Terms and Conditions agreed to by the Merchant.

SCOPE OF SERVICES

PayGlocal will provide Foreign Funds Collection Service for collection and processing of foreign currency payments made by the Remitter / Customers outside India (within Approved Jurisdictions) in relation to the purchase of Products from the Merchant located in India. These Services are provided in arrangement with an AD Category-1 Bank that ensures compliant collection, processing and settlement of Transaction Amount (i.e. export payments) from Remitters / Customers to the Merchant Account. As a part of the Services, PayGlocal will allot a Foreign Collection Account to the Merchant which shall be used by the Merchant for collecting Transaction Amount paid by the Remitters / Customers outside India for the purchase of Products purchased from the Merchant.

OBLIGATIONS OF THE MERCHANT

• The Merchant shall be required to submit all the necessary KYC documents and other details as may be required by PayGlocal to complete Merchant onboarding for the Services in accordance with PayGlocal's onboarding and due diligence policy, as per the guidelines prescribed by the Reserve Bank of India or any other regulatory authority in Approved Jurisdiction.
• Merchant agrees to co-operate with PayGlocal with respect to compliance with all Applicable Laws, guidelines issued by RBI, Facility Provider, relevant governmental authorities in India and Approved Jurisdiction.
• The Merchant acknowledges that PayGlocal may require the Merchant to undergo Video KYC ("V-KYC") verification as a prerequisite for completing registration with PayGlocal to avail the Services under this SOF.
• The Merchant agrees to perform / complete all the procedural requirements that may be requested by PayGlocal and/or the foreign service provider, to avail the Foreign Funds Collection Services.
• The Merchant understands and agrees that PayGlocal is not obliged to execute any Transaction or provide or continue providing Foreign Funds Collection Service to Merchant, if, PayGlocal reasonably determines that doing so would breach any Applicable Law in any jurisdiction.
• The Merchant agrees that PayGlocal shall solely rely on any Instructions provided by the Merchant in relation to the Services provided herein, without any obligation or duty to inquire into the genuineness or correctness of such Instructions.
• The Merchant acknowledges that the refunding of an already received payment is outside the scope of the Services provided under this SOF. Any such facility shall be charged separately.
• The Merchant shall use the Services provided herein only to transact for legitimate business purposes. The Merchant shall not avail or utilize the Services on behalf of any other person or entity, except only with a prior written consent of PayGlocal.
• The Merchant 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.
• Unless agreed otherwise in writing, the Merchant shall be responsible, for bearing the respective cost (if any) involved in integration from its side, for making available necessary technology systems, and facilities which are necessary to enable receiving the Foreign Funds Collection Services.
• The Merchant acknowledges that any Transaction in relation to which the Transaction Amount is already collected could be declined by PayGlocal, if it does not fall within the ambit of the Applicable Law, in which case the collected Transaction Amount will be refunded to the Remitter / Customer.
• The Merchant shall be independently responsible for the verifications/ validation of the Customer, if required, without any liability to PayGlocal under any circumstances.
• The Merchant represents that the Merchant owns all titles, interests, and rights to all the Transaction payments received under the Services. No person or entity other than the Merchant has any rights in relation to any such payments.
• The Merchant shall be responsible for appropriately compensating the Remitter in case any defects or damages or deficiencies are found in the Products. The Merchant shall be solely responsible for the quality or merchantability of the Products sold to the Remitters.
• The Merchant hereby expressly acknowledges and grants explicit consent to PayGlocal to share, disclose, and transfer its, any information received / collected by PayGlocal with PayGlocal's third-party service providers or Facility Provider for the purpose of facilitating the provision of the Services.
• The Merchant shall disclose comprehensive information about Merchant's Product policies / terms, customer grievances, return / refund / cancellation policy, privacy policy, and other terms and conditions on its Site.
• The Merchant acknowledges that PayGlocal may, with prior written intimation, limit the total value of Transactions (including the maximum amount per Transaction) over a given period of time, basis Merchant's risk assessment conducted by PayGlocal.
• The Merchant warrants that the Merchant shall 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.
• The Merchant hereby agrees to obtain consent from the Customer / Remitter for processing relevant data, provided to PayGlocal, including without limitation sharing the data with third-party service providers, solely for the purpose of (i) collecting, processing and validating the remittances (ii) resolving any dispute in relation to the Transaction (iii) fraud / sanction / AML screening and any other purpose ancillary to the same.
• The Merchant hereby agrees and acknowledges that if the Merchant wishes to receive Transaction settlement in their EEFC Account, the Merchant shall additionally ensure that (a) the Merchant shall maintain the EEFC Account with the same Authorized Dealer Category-I Bank engaged by PayGlocal for provision of the Services.
• The Merchant agrees that liability for any Customer refund claim dispute, rests solely with the Merchant. In all the cases wherein, the Customer raises a refund / chargeback dispute (if applicable) in relation to any Transaction, the Merchant shall provide all the requisite documents / information / evidence in relation to legitimacy of the Transaction.
• The Merchant shall not engage in any fraudulent activities aimed at or resulting in (i) defrauding the Remitter / Customers to make unauthorized payments to the Merchant or any other third party; (ii) collecting payments from the Remitters / Customer with no intention of delivering the goods / services.
• The Merchant shall solely be responsible for reporting to all relevant government authorities in respect of any export payment and for the payment of any applicable taxes that apply to any export payment as well as any other applicable reporting requirements.

SETTLEMENT

The Transaction Amount, net of applicable deductions (i.e. Settlement Amount) will be settled within T+1 Business days (or any other settlement timeline if separately communicated to the Merchant). The following amounts may be deducted or withheld from the Settlement Amount:

• Any excess or erroneous payment previously made by PayGlocal to the Merchant.
• Service Fee, charges, taxes payable to and / or are required to be collected by PayGlocal.
• Any other sums due and payable by Merchant to PayGlocal.
• Loss or damages incurred by PayGlocal as a result of any lapses in system integration and/ or any security breach resulting from act, commission, omission or gross negligence attributable to the Merchant.
• Any penalties or fines imposed by Government Authority / regulatory body on PayGlocal, in respect of Merchant' Site, Products or any violations of Applicable Laws by the Merchant.
• Any Transaction Amount or part of it, in relation to which PayGlocal had requested for the evidence relating to the Transaction, for which the Merchant had failed to provide any satisfactory evidence / documents.

Specific Terms and Conditions for Cross Border Alternate Payments Collection Services

This Service Order Form ("SOF") captures Specific Terms and Conditions for the services enumerated herein. This SOF shall be read together and in consonance with General Terms and Conditions agreed to by the Merchant.

SCOPE OF SERVICES

The Parties hereby agree that PayGlocal shall provide these Services as a technology platform for processing payments in arrangement with an AD Category-1 Bank through its PayGlocal Software Application, which will enable the Merchants to receive and/or accept the Transaction Amount/export payments from Customers (paid via valid alternate payment modes) located in any Approved Jurisdictions ("Cross-Border Export Services").

MERCHANT OBLIGATIONS AND ACKNOWLEDGEMENTS

• The Settlement Amount shall be processed and settled to the Merchant from the Export Collection Account only on the basis of and relying upon the representations and information provided by the Merchant from time to time.
• The Settlement Amount may be withheld or rejected under this Agreement, pending inquiry, in case of any suspicious or wrongful activity is being carried out through the Export Collection Account and/or the Nostro Account is being used for illegal or fraudulent purposes by the Merchant.
• The Merchant's liabilities and obligations towards a Chargeback dispute arising out of the Transaction under this Agreement shall subsist even after termination of the Agreement.
• The APM Provider, including its processors, shall have the right, in the same manner as any relevant card payment network may have in relation to card payments, for any refund or Chargeback related matters.
• If required, the Merchant shall create and maintain a reserve fund with PayGlocal for the purpose of initiating refunds in case of disputes.
• Merchant shall register each URL of their website(s) or separate Apps or business lines with PayGlocal to receive the Services. Merchants must not use PayGlocal Services on unintended or unregistered website URLs or Apps.
• Merchant shall be responsible to appropriately compensate the Customers in case any defects or damages are found in the Product delivered to the Customer. The Merchant shall be solely responsible for the quality or merchantability of the Products sold to the Customers.
• Merchant agrees to co-operate with PayGlocal with respect to all Applicable Laws, guidelines issued by the RBI, APM, Facility Providers, relevant governmental authorities in India and Approved Jurisdiction.
• The Merchant shall use the Services provided herein only to transact for legitimate business purposes. The Merchant shall not avail or utilize the Services on behalf of any other person or entity, except only with a prior written consent of PayGlocal.
• The Merchant shall disclose comprehensive information about Merchant's Product policies / terms, customer grievances, return / refund / cancellation policy, privacy policy, and other terms and conditions on its Site.
• The Merchant warrants that the Merchant shall 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.
• The Merchant hereby agrees to obtain consent from the Customer / Remitter for processing relevant data, provided to PayGlocal, including without limitation sharing the data with Facility Provider / third-party service providers, solely for the purpose of (i) collecting, processing and validating the remittances (ii) resolving any dispute in relation to the Transaction (iii) fraud / sanction / AML screening and any other purpose ancillary to the same.
• The Merchant acknowledges that any Transaction in relation to which the Transaction Amount is already collected could be declined by PayGlocal, if it does not fall within the ambit of the Applicable Law, in which case the collected Transaction Amount will be refunded to the Remitter / Customer.
• The Merchant shall be independently responsible for the verifications/ validation of the Customer, if required, without any liability to PayGlocal under any circumstances.
• The Merchant represents that the Merchant owns all titles, interests, and rights to all the Transaction payments received under the Services. No person or entity other than the Merchant has any rights in relation to any such payments.
• The Merchant shall not engage in any fraudulent activities aimed at or resulting in (i) defrauding the Remitter / Customers to make unauthorized payments to the Merchant or any other third party; (ii) collecting payments from the Remitters / Customer with no intention of delivering the goods / services.

REFUND PROCEDURE

• Subject to availability of funds belonging to the Merchant with PayGlocal, the Merchant is entitled to initiate Refunds to the Customers at its sole discretion. PayGlocal will process the Refund only upon Refund initiation by the Merchant via Merchant Dashboard.
• All Refunds initiated by the Merchant shall be routed to the same Payment Instrument through which the Transaction Amount was paid by the Customer, unless otherwise consented by the Merchant.
• The Merchant agrees that PayGlocal's Fee shall always be applicable and payable by the Merchant on each Transaction irrespective of whether the Merchant has refunded the same to its Customer.
• The amount of the Refund must include any associated taxes /fees originally charged from the Customer and cannot exceed the actual total Transaction Amount collected from the Customer as evident from the original sales data.
• The Merchant understands that no Refund as regards any Transactions shall be processed by PayGlocal after a period of 180 (One Hundred Eighty) days from the date of the Transaction.
• The Merchant understands that Refunds in relation to only those Transactions that were originally processed by PayGlocal, shall be facilitated by PayGlocal.

CHARGEBACKS

• In the event a Chargeback request is received by PayGlocal against any Merchant Transaction, then it will notify the Merchant regarding such Chargeback request.
• An amount equivalent to the Chargeback amount will be deducted and withheld from the Settlement Amount till the resolution of the Chargeback dispute.
• If the Chargeback dispute is ruled in the favor of the Customer, then deducted / withheld amount will be refunded to the Customer.
• If the Chargeback dispute is ruled in the favor of the Merchant, then deducted / withheld amount will be settled to the Merchant.
• The Merchant shall cooperate and provide requisite documentation and information for the resolution of Chargeback dispute. In case the Merchant fails or refuses to provide the relevant information / documents, then the Chargeback dispute may be decided in the favor of the Customer.
• The Merchant understands that the decision in relation to Chargeback dispute is not controlled by PayGlocal and that PayGlocal is merely a facilitator for the flow of information in cases of Chargeback dispute.
• If PayGlocal is unable to deduct the Chargeback amount from the Settlement Amount then the Merchant shall pay such Chargeback amount (including penalty, if imposed by relevant authorities) within 1 Business Day.

SETTLEMENT

Transaction Amount, net of applicable deductions (i.e. Settlement Amount) will be settled to the Merchant on weekly basis on every Thursday. Settlements disbursed on Thursday will have all the Transactions processed across all the APMs from Saturday 5:30:00 AM to Saturday 5:29:29 AM of the previous week (IST).

The following amounts may be deducted or withheld from the Settlement Amount: Any excess or erroneous payment previously made by PayGlocal to the Merchant. Service Fee, charges, taxes payable to and / or are required to be collected by PayGlocal. Any other sums due and payable by Merchant to PayGlocal. Any penalties or fines imposed by Government Authority / regulatory body on PayGlocal, in respect of Merchant' Site, Products or any violations of Applicable Laws by the Merchant. Any Transaction Amount or part of it, in relation to which PayGlocal had requested for the evidence relating to the Transaction and the Merchant had failed to provide any satisfactory evidence / documents.

Specific Terms and Conditions for Standard Instructions Payment Services (SI Services)

This Service Order Form ("SOF") captures Specific Terms and Conditions for the services enumerated herein.

SCOPE OF SERVICES

SI Services offered by PayGlocal provide the Merchant with a platform to create and manage Subscription Plans for their Customers with automated recurring transaction payments, in relation to the Product (services) provided by the Merchant to the Customers. With this Service, the Merchant can (i) share Customer Subscription Plans to PayGlocal for creating SI payment mandate, (ii) automatically charge Customers based on a billing cycle and corresponding Subscription Plan agreed between the Merchant and its Customers, and (iii) get instant alerts on payment activity as well as the status of subscriptions.

The Merchant acknowledges and agrees that this SOF (i) shall apply for only international debit, credit and prepaid cards (together "Card") of Customers, and (ii) does not apply to once-only / one-time payments.

Specific Terms and Conditions for Routing Services (Amplifier)

This Service Order Form ("SOF") captures Specific Terms and Conditions for the services enumerated herein.

SCOPE OF SERVICES

At the request of Merchant, PayGlocal has agreed to provide the Routing Services to the Merchant through its product called 'Amplifier', which is a technology solution developed by PayGlocal that enables the Merchant to route their Customer payments through specific payment gateways based on the Merchant's business conditions and preferences. This solution works as a software layer on top of the Merchant's payment to route every payment request received for the Merchant's unique id, based on the rules created by Merchant.

OBLIGATIONS OF THE MERCHANT

The Merchant hereby agrees and undertakes that:

• The Routing Services are being provided by PayGlocal solely as a software as a solution (SaaS) provider. The Routing Services are independent and separate from the other Services being provided to the Merchant under the Agreement. It is clarified that, as far as provision of Routing Services are concerned, PayGlocal's role will strictly be that of a Software as a Solution Provider and will not be that of a payment service provider.
• It shall verify the accuracy of information provided to PayGlocal for routing and processing transactions to avoid errors. In the event of any error or inaccuracy, the Merchant shall be solely liable.
• It shall undertake all necessary steps to facilitate its Customers to make payments by accessing the URL provided by PayGlocal, through its web browser.
• It shall have valid agreements with the third-party service providers or enablers such as payment aggregator, acquiring bank, lending bank, card network, etc. and procure valid Merchant ID, API keys and payment processing account information.
• It shall receive the configuration portal from PayGlocal to setup the route of a transaction for a particular payment method. The Merchant acknowledges that PayGlocal will undertake routing of the transactions based on the Merchant's configurations and preferences configured on PayGlocal's backend portal or as communicated to PayGlocal in writing.
• It shall configure the API credentials and related security information on the portal of Amplifier Product. This information configured by the Merchants will be used by PayGlocal to connect to the payment method providers on behalf of the Merchant.
• It shall ensure that the service providers or enablers such as payment aggregator, acquiring bank, lending bank, card network, etc. do not block processing of the Merchant transactions when initiated from PayGlocal servers.
• It must configure the route options for various payment modes in Amplifier portal through its user access. It is Merchant's responsibility to configure the routes and rules properly.
• It acknowledges that the routing of transactions may be prone to error and any losses incurred either due to lost transactions and/or wrong routing due to routing based on configured routing rules shall not attributed to PayGlocal in any manner.
• It understands and agrees that if any Customer requests deletion of the data stored with PayGlocal, then PayGlocal shall remove/delete such data, without any prior intimation to the Merchant.
• The Merchant shall download the reconciliation reports (in a form and manner as decided between the Parties) daily from the Amplifier portal updated by PayGlocal, detailing the number and description of the processed transactions, for its confirmation.

Specific Terms and Conditions for Card on File Tokenisation Services (CoFT)

This Service Order Form ("SOF") captures Specific Terms and Conditions for the services enumerated herein. This SOF shall be read together and in consonance with General Terms and Conditions agreed to by the Merchant.

SCOPE OF SERVICES

Under this SOF, at the request of Merchant, PayGlocal will provide Card on File Tokenisation (CoFT) Services (for domestic Cards) to the Merchant through its product called 'Vaultify'.

PayGlocal will provide a Tokenisation solution enabling the Merchant to store Tokenised Customer card details through the Token Requestor, as per the Applicable Laws including but not limited to RBI guidelines on Card-on-File Tokenisation (CoFT) - Enabling Tokenisation through Card Issuing Banks ("CoFT Services") and any other regulation issued in this regard.

OBLIGATIONS OF THE MERCHANT

The Merchant acknowledges and agrees that:

• PayGlocal will provide CoFT Services to the Merchant's Customer, on behalf of the Merchant, subject to the Merchant receiving explicit consent from the Customer for Tokenisation as per the Applicable Law including additional authentication factors, from the Customer to provide the CoFT Services.
• Merchant shall be solely responsible for accurately identifying Customers and sharing an appropriate Customer ID ("Identifier") with PayGlocal for Customer identification purposes. The Merchant commits to ensuring the accuracy of this information and promptly communicating any changes or discrepancies to PayGlocal.
• Merchant shall obtain consent from the Customers for: (a) for PayGlocal to process Customer's data to provide CoFT Services; (b) for PayGlocal's right to transfer the Customer's data or information to Card Networks, Token Requestor, card Issuers or third-party service providers (as the case may be) in the course of providing the CoFT Services, as per Applicable Law; (c) de-registration of Card tokens.
• Merchant shall ensure adherence to all relevant statutory provisions, including but not limited to Applicable Laws, regulations, and guidelines set forth by Card Networks.
• Merchant shall implement and uphold all physical, procedural, and electronic safeguards to ensure the security and confidentiality of data shared by the Customers for the CoFT Service.
• The Tokenisation is dependent on Applicable Laws, guidelines by the Card Network, and other regulatory authorities, and any changes, revisions or alterations in Applicable Laws and/or guidelines by the Card Network may impact or delay CoFT Services.
• The Merchant and PayGlocal retain the right to disclose any data shared for the CoFT Services, if such data is requested under the Applicable Law or by a regulatory body.
• It shall provide the Customers the option to register/de-register their card details for the CoFT Service.
• It shall implement and maintain a robust Customer grievance redressal mechanism, ensuring timely resolution of concerns or issues raised by Customers related to their data storage.
• The Tokens shall be used solely in compliance with Card Network guidelines and Applicable Law, as may be updated from time to time.
• It is strictly prohibited to store any credit/debit card details except last 4 digits of the card and the card Issuer's name, solely for the purposes of Customer Transaction tracking and reconciliation.
• It shall assist with all such information and/or documents as sought by PayGlocal, from time to time as necessary to comply with the Applicable Laws and any other such guidelines issued by the RBI in relation to the CoFT Services.
• It shall indemnify and hold PayGlocal harmless from and against any claims, liabilities, losses, damages, expenses, and costs, including reasonable legal fees, arising out of or in connection with any claims resulting from the failure to obtain or properly manage consent from Customers for the utilization and sharing of their data for CoFT Services.
• The Merchant hereby provides explicit consent and accordingly authorizes PayGlocal to manage Customer's card related data (such as card Token) on behalf of the Merchant in relation to creation or deletion of card Token.