I Money Pay Pvt. Ltd. (formerly known as E-Meditek Global Pvt. Ltd.) | Payment Aggregator Merchant Agreement
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
These are the terms of use ("Terms") of I Money Pay Pvt. Ltd. (formerly known as E-Meditek Global Pvt. Ltd.) (a company incorporated under the provisions of the Companies Act, 1956, with its registered office at Unit No. 205-A, 2nd Floor, NDM-2, Plot No. D-1,2,3 Netaji Subhash Place, District Centre, Pitampura, Delhi-110034 ("I Money Pay" or "We" or "Our")). These Terms are applicable to I Money Pay Merchants ("You" or "Merchant") and shall be made effective and applicable to the Merchant through checkbox consent mechanism. Please read the Terms carefully before registering, accessing or using Services (defined below). If you do not agree to these Terms or do not wish to be bound by these Terms, you must not use Services and/or immediately terminate the Services and/or uninstall I Money Pay Platform (defined hereunder).
I Money Pay and the Merchant shall hereinafter individually be referred to as a "Party" and collectively as "Parties" as the context may so require. Unless it be repugnant to the context or meaning hereof each Party shall be deemed, to mean and include its successors/successors-in-interest and permitted assigns.
A. I Money Pay is engaged in the business of Payment Aggregation and Payment Gateway services.
B. The Merchant has approached I Money Pay to avail Services to enable Customers (defined hereinafter) to make online payments to the Merchant.
C. The Parties are now desirous of entering into these Terms for the purpose of recording the rights and obligations inter se the Parties.
These Terms outline the usage policy governing the I Money Pay Platform and technology-enabled payment processing services. The terms and conditions contained in the Merchant Application Form executed by you at the time of onboarding shall be read in conjunction with these Terms. These Terms constitutes a binding agreement ("Agreement") between I Money Pay Private Limited (formerly known as E-Meditek Global Pvt Ltd) and the Merchant, as also named in the Merchant Application Form.
We may amend the terms and conditions contained in the Merchant Application Form including provisions under these Terms, and modifications to the I Money Pay Fee at any time by posting an updated version on I Money Pay Platform. The updated version of the Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms periodically for updates / changes. Your continued use of I Money Pay Platform following the posting of changes will mean that You accept and agree to the revisions including additional Terms or removal of portions of these Terms, modifications etc. As long as You comply with these Terms, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and avail I Money Pay Services. In the event any provision under these Terms conflicts with the terms and conditions contained in the Merchant Application Form, then these Terms shall supersede such provision and shall be deemed to be applicable to the merchant without the need of any further documentation executed between the parties.
Except as specifically defined elsewhere, in this Agreement the capitalised terms listed below shall have the meaning as prescribed herein:
3.1 "Credentials" shall mean the login ID/ credentials, passwords, API integration or encryption keys, that the Merchant selects/ creates or are provided by I Money Pay to access the Platform / Dashboard and/or use the Services.
3.2 "Payment Aggregator" means I Money Pay Private Limited, a provider of payment facilitation services enabling merchants to accept online payments from customers.
3.3 "API" shall mean application programming interface shared by I Money Pay with the Merchant.
3.4 "Facility provider" shall mean various banks, acquirers, issuers, financial institutions, NBFCs, card associations, payment system providers or payment system participants who facilitate provision of Service.
3.5 "Agreement" shall mean this payment solution agreement and shall include all its annexures, schedules, exhibits, addendums, amendments, and any other document which maybe agreed between the Parties in relation to the Services.
3.6 "Applicable Law" shall mean any applicable law, statute, enactments, rules, regulations, ordinances, notifications, circulars, judgements, order, decree, writs, byelaws, approvals/ actions, demands, conventions, interpretations, licenses/ permits and approvals of all or any governmental bodies in India including but not limited to central/ state legislature, executive or judiciary.
3.7 "Business Days" & "Business Hours" shall mean any day / time on which I Money Pay & Facility Providers are open for business in India; other than but not limited to (i) Saturday, (ii) Sunday, (iii) any day declared holiday under Negotiable Instruments Act, 1881.
3.8 "I Money Pay" shall mean I Money Pay Private Limited (formerly known as E-Meditek Global Private Limited) as referred at the beginning of this Agreement.
3.9 "Consideration" shall bear the meaning prescribed to it in Annexure-1 of this Agreement.
3.10 "Card Association Rules" shall mean the rules, regulations, releases, guidelines, processes, interpretations, and other requirements (whether contractual or otherwise) imposed or adopted by any card associations like Visa, MasterCard, Visa Electron, Maestro, Diners (part of Discover global network), American Express, NPCI or any other card association.
3.11 "Chargeback" shall mean the dispute regarding Chargeback Amount upon receipt of Chargeback Request.
3.12 "Chargeback Amount" shall mean the amount disputed or reversed by Customer or I Money Pay or Facility Provider for a Transaction upon receipt of Chargeback Request.
3.13 "Chargeback Request" shall mean a dispute or request received by I Money Pay or Facility Provider disputing the Transaction.
3.14 "Chargeback Document" shall mean all necessary and relevant evidence/ information/ documents evidencing the delivery of good quality Merchant Services to the Customer as per terms agreed with the Customer.
3.15 "Confidential Information" shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, APIs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information, Consideration, trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public. Provided that Confidential Information disclosed orally shall be deemed confidential if it is reduced in writing within 10 (ten) days of the date of disclosure.
3.16 "Customer" shall mean any person / entity who has made payment to the Merchant (through I Money Pay Services) for Merchant Services.
3.17 "Customer Payment Amount" shall mean the total amount received by I Money Pay in its Nodal Account/ Escrow Account from the Customer on behalf of the Merchant for a Transaction.
3.18 "I Money Pay Platform" shall mean the website, technology platform or API of I Money Pay which connects the Merchants to I Money Pay and Facility Provider for provision of I Money Pay Services.
3.19 "Dashboard" shall mean the platform provided by I Money Pay to the Merchant for provision of Service including (i) enabling, initiating, accessing, and monitoring the Transaction; (ii) submitting documents and information to I Money Pay; (iii) receiving communications from I Money Pay; and/or accessing reports, invoices, and other data analytics. It is hereby clarified that Dashboard is part of I Money Pay Platform.
3.20 "Designated Bank Account" shall mean a bank account(s) designated by the Merchant and approved by I Money Pay for settlement of Settlement Amount.
3.21 "Escrow Account" or "Nodal Account" or "Nodal/ Escrow Account" shall mean an account maintained by I Money Pay with a bank for the purpose of pooling the funds collected from Customers on behalf of the Merchant and facilitating the transfer of Settlement Amount to the Designated Bank Account.
3.22 "Merchant Site" or "Merchant Website" shall mean, collectively, any website, mobile application, brick-and-mortar stores, and any other means through which the Merchant sells, or enables sale of, Merchant Services to Customers. Merchant Site will include the website mentioned in this Agreement.
3.23 "Merchant" shall mean the entity as referred at the beginning of this Agreement.
3.24 "Force Majeure" shall mean any event or occurrence which cannot be foreseen and is beyond the reasonable control of the affected Party, including but not limited to acts of governmental policy/authority, change in Applicable Laws, fires, floods, earthquakes or other natural disasters, explosions, general strikes, riots, war (declared and undeclared), rebellion, sabotage, computer hacking, security incident, unauthorized access, computer crashes, communication failure etc.
3.25 "Merchant Services" shall mean the tangible or intangible services or products provided by the Merchant to its Customer(s) through Merchant Site. Merchant shall ensure that it shall obtain prior written approval of I Money Pay for the category or Merchant Services and any change thereof.
3.26 "Payment Instruments" shall mean any valid instrument (i) used by the Customer for making payment of Customer Payment Amount such as debit card, credit card, net banking, UPI, e-Mandate, BNPL etc.; and (ii) supported by I Money Pay and Facility Provider.
3.27 "RBI" shall mean the Reserve Bank of India.
3.28 "Service(s)" or "I Money Pay Service(s)" shall mean and include services in relation to the processing of payments or any other ancillary and incidental services rendered thereto offered to the Merchant by I Money Pay with or without the use of I Money Pay Platform.
3.29 "Settlement Amount" shall mean Customer Payment Amount received in the Nodal / Escrow Account minus the Consideration and any other sum due and payable by the Merchant to I Money Pay.
3.30 "Transaction" shall mean every valid and legal payment request/order placed by the Customer on the Merchant Site for purchasing products/services from the Merchant.
3.31 "Valid Card" shall mean any unexpired and valid credit card or debit card or cash card or prepaid card, or other cards issued by authorised issuers as may be specified by I Money Pay from time to time. Provided that the aforesaid card is not listed in current warning or restricted card bulletins or notices.
3.32 "Disclosing Party" means the Party which share its Confidential Information with the other Party.
3.33 "Receiving Party" means the Party which receives Confidential Information from the Disclosing Party.
4.1 Subject to the terms and conditions of this Agreement, I Money Pay agrees to provide to the Merchant the Services as and in the manner set forth in the Annexure(s)-3 attached hereto.
4.2 The Merchant shall not use the Services to be used to, aid any illegal activity or with intent to defraud third parties/ Customer. Merchant shall procure prior written approval of I Money Pay if it intends to use I Money Pay Services for any activity other than as mentioned in the Annexure-3.
4.3 In the event, if the Merchant uses without the prior written consent of I Money Pay, the payment aggregate services of I Money Pay, for any website apart from Authorized Website (as given under Annexure), then I Money Pay reserves the right to terminate this Agreement immediately and to take all the necessary action including legal remedies against the Merchant.
4.4 It is further agreed between the Parties that the Merchant shall not share under any circumstance whatsoever share the credentials and any other confidential information with any Third Party. In the event, any Third Party uses such information then the Merchant shall be liable for the liquidated and unliquidated damages.
5.1 I Money Pay shall have the right to deduct the fees, from the Merchant, in manner, rate and frequency as set forth in Annexure 1 of this Agreement or at the rate as maybe mutually agreed in writing ("Consideration"). In addition to the Consideration, I Money Pay shall be entitled to charge the Merchant for any direct and actual penalty, fine or cost / liability incurred by I Money Pay due to act or omission of the Merchant.
5.2 It is hereby agreed and acknowledged by the Parties that I Money Pay shall have the right to charge the Consideration irrespective of the fact that a Transaction has been refunded, disputed, liable for Chargeback or cancelled/ rejected by the Merchant/ Customer.
5.3 I Money Pay shall have the right to raise invoices for amount due and payable by the Merchant on monthly basis. Any reasonable dispute in respect of an invoice must be communicated by the Merchant via a notice to I Money Pay in less than five (5) calendar days of receipt of such invoice.
5.4 Any amount due and payable by the Merchant under this Agreement shall be exclusive of any applicable taxes including goods and services tax (GST); and all such taxes shall be payable by the Merchant over and above such amounts due. It is agreed that any variation in applicable taxes due to change in law or otherwise shall be borne by the Merchant.
6.1 Upon receipt of a Chargeback Request, I Money Pay or Facility Provider shall intimate the Merchant regarding the same. Upon receipt of Chargeback Request, I Money Pay reserves the right to withhold the Chargeback Amount from the Settlement Amount.
6.2 Upon receipt of aforesaid communication, the Merchant shall share Chargeback Documents with I Money Pay within four (4) working days of intimation by I Money Pay.
6.3 The Merchant agrees that (i) if the Merchant is unable to furnish Chargeback Documents within four (4) working days as mentioned above; and /or; (ii) the Facility Provider/ I Money Pay is not satisfied with the Chargeback Documents; then I Money Pay shall have the right to debit the Chargeback Amount from the Settlement Amount. In the event there are no Settlement Amount available with I Money Pay to deduct the Chargeback Amount; the Merchant shall forthwith pay I Money Pay the remaining Chargeback Amount within 7 working days from the date of the intimation by I Money Pay failing which the Merchant shall be liable to pay an interest of 12% per annum on the outstanding Chargeback Amount.
6.4 FRADULENT & SUSPICIOUS TRANSACTION: In the event I Money Pay is intimated by Facility Provider or any governmental authority that a Transaction is suspicious or unauthorised or otherwise, I Money Pay shall have the right to withhold the said Transaction with prior intimation to the Merchant during the pendency of inquiries, investigations, and resolution thereof.
7.1.1 In relation to this Agreement, each Party represents, warrants, and undertakes that:
7.1.2 It is duly organized and validly existing under the laws of the jurisdiction in which it is established.
7.1.3 It has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed, and delivered by it.
7.1.4 Its obligations hereunder constitute legal, valid, binding, and enforceable obligations.
7.1.5 The execution and delivery of this Agreement and the consummation of the Transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval.
7.1.6 The person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly.
7.1.7 It shall comply with all Applicable Laws. Illustration of few key laws are PMLA, FEMA, Know Your Customer (KYC), PA PG Guidelines (including para 1.4 of Annex 2), Tokenisation Rules, Harmonisation of TAT circular and Data Localisation rules. It is further clarified that the Merchant shall comply with all such obligations which I Money Pay may requires its merchants/ customers to comply with under aforesaid laws.
7.1.8 The Merchant represents, warrants, and undertakes that:
7.1.9 It shall not be engaged in any business which is related to the business outlined in the list of negative line of business mentioned in Annexure 2 of this Agreement.
7.1.10 It shall, within two (2) Business Days, subject to availability of such information and documents (or such shorter period if prescribed by any authority), provide all the information, documents and assistance as maybe required by I Money Pay for (i) its internal risk assessment or ongoing due diligence; or (ii) sharing with authorities including law enforcement authorities.
7.1.11 The Merchant shall be solely liable for (i) delivery of Merchant Services as per terms agreed with the Customer; and/or (ii) any Chargeback, claim, dispute, cost or liability which may arise in connection with Merchant Service or be incurred by I Money Pay or Facility Provider in connection with the Merchant Service.
7.1.12 The Merchant shall inform, in writing, I Money Pay immediately and in any case within 15 days, of all changes in its constitution or authorized signatory/directors/partners/trustees, or address of registered office/ place of business or line of business or address in relation to this Agreement.
7.1.13 I Money Pay shall have the right to call upon periodic security assessment reports of the Merchant.
7.1.14 The Merchant shall not store Customer card credentials within its database, except as permitted by Applicable Laws.
7.1.15 If Payment Instrument is a credit card or debit card, Merchant shall, at all times, be PCI-DSS and/or PA-DSS compliant.
7.1.16 Its Customers, before availing Merchant Services, accepts Merchants terms, conditions and privacy policy for availing Merchant Services.
7.1.17 The price of Merchant Service is displayed conspicuously and clearly on the Merchant Site.
7.1.18 It shall maintain a fair return, cancellation or adjustment policy in accordance with type of business.
7.1.19 It shall clearly disclose its return or cancellation policy to Customers at the time of purchase.
7.1.20 It shall not give cash refunds to a Customer in connection with a card sale, unless required by Applicable Law.
7.1.21 Resolve all customer grievance and disputes in line with terms agreed with the Customer or Applicable Laws, whichever is earlier.
7.1.22 All credits towards reversed and/or refund Transactions shall be routed back through the Escrow / Nodal Account.
7.1.23 Any pre-funding of Escrow / Nodal Account shall as per mutual agreement of the Parties in writing.
7.1.24 It shall not entertain any Transaction which maybe deemed to be conversion of funds from card to cash /other consideration, unless otherwise permitted by Applicable Laws.
7.1.25 It shall not require the Customer to provide the Merchant with any details of the accounts held by it with the Facility Provider.
7.1.26 It will not accept payments for any other place of business which are not ratified by I Money Pay.
7.1.27 It will not discriminate against any specific Payment Instrument. It is hereby clarified that promoting a specific payment instrument shall not be deemed to be discriminating against other payment instruments.
7.1.28 During the term of this Agreement, I Money Pay represents and warrants that it shall remain certified with relevant Payment Card Industry Data Security Standard and any other standards as maybe required by Applicable Laws.
7.1.29 Merchant agrees and understands that to provide Services, I Money Pay has entered into agreements with Facility Provider. I Money Pay shall have the right to provide data and information (including KYC and Transaction details) of the Merchant and Customer to such Facility Providers, and for that limited purposes, aforesaid data and information of Merchant shall not be within purview of Confidential Information. Merchant shall ensure that any Customer information shared by the Merchant shall be after obtaining auditable and verifiable informed consent (as per Applicable Laws) from the Customer.
7.1.30 The Merchant shall not directly or indirectly, in whole or in part, (a) reproduce, duplicate, copy, sell, provision, resell any portion of the Service without I Money Pay prior written consent; or (b) make any Service available to any third party, or use the Service for the benefit of anyone other the Merchant's bonafide business activities.
7.1.31 Neither Party, in relation to this Agreement, shall (a) store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights; (b) store or transmit malicious code, interfere with, or disrupt the integrity or performance of other Party's systems; (c) attempt to gain unauthorized access to systems or networks.
7.1.32 Each Party will not engage in activities that harm the business and/or brand of other Party or the Facility Providers and/or Card Associations. It is clarified that any action undertaken by a Party for compliance with Applicable Laws or in good faith shall not be deemed to be breach of this Clause.
7.1.33 In relation to this Agreement, each Party shall inform the other Party of any incident related to breach of data or breach of security within 24 hours of being aware of such breach, or such other timeline as mandated under Applicable Laws.
7.1.34 In relation to this Agreement, each Party shall inform the other Party of any incident related to breach of data or breach of security within 24 hours of being aware of such breach, or such other timeline as mandated under Applicable Laws.
8.1 Each Party shall not permit or engage in any unethical practices, corruption, extortion, or bribery in any capacity; and irrespective of whether it is working with government officials or solely in the private sector. Each Party shall not offer, give, or authorize any gift, loan, fee, reward, bribe, or other advantage to any Customer, government official, government employee, or other Party's employee to improperly influence any action or decision. Each Party shall follow applicable national and international anti-corruption laws, including the Prevention of Corruption Act, 1988, and U.S. Foreign Corrupt Practices Act.
9.1 Merchant shall comply with applicable law related to security of Personal Data. I Money Pay may recommend that Merchant adopts certain data security related systems and processes. If Merchant fails or refuses to do so, I Money Pay may suspend or stop the Services.
9.2 The Merchant shall ensure Payment Card Industry-Data Security Standard (PCI-DSS) and Payment Application-Data Security Standard (PA-DSS) compliance, if applicable, and shall submit copies of the same to I Money Pay upon request.
9.3 Merchant shall ensure that adequate consents are procured from Customers and/or Customers' personnel in accordance with Applicable Laws in respect of the Services.
9.4 The Merchant agrees and authorizes I Money Pay to share the Merchant's information and make the Merchant's details available to its partner banks/financial institutions, vendors, service providers and other third parties, in so far as required for providing the Services or in association with the Services.
9.5 The Merchant agrees to receive communications through emails, telephone, Whatsapp and/or SMS or any other communication, from I Money Pay or third parties. If the Merchant requests not to receive such communication, it shall be applicable prospectively and shall not apply in respect to the Merchant's data already shared by I Money Pay in accordance with this clause upon the Merchant's consent. The Merchant acknowledges and agrees that I Money Pay may use the Customer's mobile number for purposes including but not limited to product- related communications, marketing, and outreach activities, service-related and promotional purposes. The Merchant confirms that it has no objections to I Money Pay's use of this data as described above.
9.6 The Merchant holds informed consent of its Customers to share its Customer's information with I Money Pay in connection with the Services and/or for the purposes of sharing with governmental authorities as and when demanded under Applicable Laws, for the purpose of transaction tracking, fraud prevention, or otherwise required pursuant to regulatory authorities' orders and/or notices including but not limited to notices under Section 94 of Bharatiya Nagarik Suraksha Sanhita, 2023.
10.1.1 Data Protection: The Merchant shall provide notice to, and obtain consent from, any Third Party whose personal data the Merchant provides to I Money Pay as part of the Services with regard to:
10.1.2 the purposes for which such Third Party's personal data has been collected;
10.1.3 the intended recipients or categories of recipients of the Third Party's personal data; and
10.1.4 the manner in which the Third Party can access and, if necessary, rectify the data that the Merchant holds about them.
10.1.5 The Merchant agrees to notify I Money Pay of any Third-Party claim that the Merchant's use of the I Money Pay Services conflicts with or infringes upon or violates any rights of such Third Party.
10.1.6 Where any Personal Data is shared with the Merchant under or in connection with this Agreement, the Merchant shall:
10.1.7 at all times comply with its obligations under the Data Protection Law, in relation to all Personal Data processed by it in the course of performing its obligations under this Agreement;
10.1.8 only process Personal Data: (a) to the extent necessary for the provision of the services to be provided under this Agreement; (b) in accordance with the specific written instructions of I Money Pay; or (c) as required by any regulator or applicable law;
10.1.9 in order to improve the security of the card transactions, and as per the RBI mandate, the sensitive data of the cards and cardholder making payments to You, shall be stored in the form of Tokens and You shall be responsible and accountable for any non-compliance of the guidelines of RBI in the event there is complaint of misuse of the storage of the Card data or Tokens as per the applicable laws.
10.1.10 keep, and procure that its employees and agents keep, Personal Data confidential in accordance with the confidentiality obligations;
10.1.11 implement appropriate technical and organisational measures to maintain the security of such Personal Data and prevent unauthorised or unlawful access to, or processing of, or any accidental loss, destruction or damage to that Personal Data;
10.1.12 notify I Money Pay in writing without undue delay, and provide full cooperation in the event of, any actual, suspected or alleged theft, unauthorised use or disclosure of any Personal Data or loss, damage or destruction of Personal Data in the Merchant's possession or control; and
10.1.13 if intimated by I Money Pay, the Merchant shall promptly delete or return all Personal Data to I Money Pay on termination or expiry of this agreement, and delete all copies of the Personal Data (save to the extent that retention of copies is required by applicable law). Merchant may retain the personal data shared as per applicable laws and regulatory requirements.
10.1.14 The Merchant shall regularly monitor and promptly disclose to the I Money Pay any security or IT-related incident impacting the Company's business operations, including but not limited to any data breach, data leak, compromise, alteration, or unavailability of the Company's data. Such incidents shall be reported to the I Money Pay within two (2) hours of their occurrence, in order to enable the Company to comply with its regulatory obligation of reporting such incidents to the Reserve Bank of India (RBI) within six (6) hours.
10.1.15 The Merchant shall, whenever required by the Company, provide and comply with Service Level Agreements (SLAs) relating to technology support, data management, and business continuity/disaster recovery ("BCP-DR") and vulnerability Assessment/ Penetration Testing (VAPT) in connection with the Services. The Merchant will conduct bi-annual VAPT of all systems, applications used in the provision of Services and provide the resulting VAPT Reports to the I Money Pay whenever required.
10.1.16 The Merchant shall, upon demand indemnify I Money Pay against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses that may be imposed upon, incurred by, or asserted against I Money Pay as a result of non-compliance with Data Protection Law in relation to the Personal Data shared with/processed by the Merchant together with any interest, penalties, costs and expenses payable or incurred in connection therewith.
10.1.17 The Merchant may promote I Money Pay Services on its Authorized Website and may endeavour but not be obligated to promote I Money Pay Services in other advertisements, publications.
10.1.18 The Merchant undertakes to provide all the information and assistance as is required by I Money Pay or if the same is required to be provided to government or judicial/quasi-judicial authorities by I Money Pay. In no event shall I Money Pay be held responsible for any consequences resulting from the Merchant providing outdated, incomplete or inaccurate information.
10.1.19 The Merchant shall solely be responsible for establishing, hosting and maintenance of its Authorized Website and its connection to the Internet with a view to fulfil all orders for products and services sold by Merchant to its Customers on the Authorized Website or otherwise, including without limitation transmitting Merchant's registration information and Transaction data to I Money Pay servers and ensuring that any data stored or transmitted by Merchant in conjunction with the Services and for enrolment for the Services is accurate, complete and in the form as requested by I Money Pay is securely collected and is not corrupted due to Merchant's systems.
10.1.20 Merchant is also responsible for reviewing the Transactions in its account on a regular basis and notifying I Money Pay promptly of any suspected unauthorised activity through its account.
10.1.21 Additionally, as and when requested by any of our Partner Banks, I Money Pay shall intimate the Merchant and the Merchant hereby agrees that, within two (2) days of receipt of such intimation, it shall provide such details of vendor pay-outs and/or details pertaining to any of its transactions in the manner or format as intimated by the Partner Bank.
11.1 Receiving Party shall hold all Confidential Information in strict confidence and with at least the same degree of care it uses to keep its own proprietary information confidential, but in no event shall it use less than a reasonable degree of care.
11.2 Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose Confidential Information with any person for any reason at any time. However, Receiving Party may disclose the Confidential Information with Receiving Party's representatives strictly on a need to know and confidential basis; if and only if such Receiving Party's representatives are bound by confidentiality obligations equivalent to or stricter than as set forth in this Agreement. It is clarified that in any event, Receiving Party shall be liable for disclosure of Confidential Information by such Receiving Party's representatives.
11.3 The obligations set out herein shall not apply to Confidential Information that:
11.4 is or becomes publicly known other than through a breach of the confidentiality obligations as set out in this clause;
11.5 is in possession of the Receiving Party prior to disclosure by the other Party;
11.6 is independently developed by the Receiving Party;
11.7 needs to be disclosed to professional advisers or in accordance with the order of a competent court or administrative authority;
11.8 is hereafter rightfully furnished to such Receiving Party by a third party without restriction by that third party on disclosure;
11.9 is required by law, judicial court, recognized stock exchange, government department or agency or other regulatory authority; or
11.10 is shared by the Receiving Party with Facility Provider, law enforcement agencies and regulators.
11.11 Confidentiality obligations of the Receiving Party shall continue for a period of 1 (one) year after the termination or expiry of this Agreement.
12.1 The Merchant hereby undertakes and agrees to defend, indemnify, and hold harmless I Money Pay from and against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs, awards, damages, losses and/or expenses arising out of (i) breach of this Agreement, (ii) Chargeback claims and/or claims instituted by a Customer or other third party against I Money Pay, or suffered by I Money Pay, as a result of, or in connection with, any breach, act or omission of the Merchant, (iii) fraud, negligence and wilful misconduct by the Merchant or the Merchant's representative in the performance of this Agreement; (iv) violation of Applicable Law by the Merchant and/or the Merchant's representative; (v) disputes raised by the Customer in relation to a Transaction where such dispute is not attributable to I Money Pay's Services; (vi) fines, penalties and charges imposed by the Acquirer, Card Payment Networks or any Governmental Authority on account of Transactions that are in violation of Applicable Law; (vii) fines, penalties and charges imposed on the Merchant and/or its representatives by any Governmental Authority or banks on account of any remittances that are in violation of any Applicable Law; or (viii) any legal proceeding or governmental or regulatory investigation brought against the Merchant and/or its representatives.
13.1 Except as mentioned in Indemnity Clause, total liability & indemnity of each Party under this Agreement shall be limited to and not exceed sum of Consideration in the period of one calendar month prior to the cause of action.
13.2 It is agreed by the Parties that limitation set forth in Indemnity Clause shall not apply in cases of gross negligence, wilful misconduct, breach of confidentiality, Customer disputes/ Chargeback and breach of Applicable Laws.
13.3 If the amount in respect of the Fraudulent Transaction has already been settled to the Merchant pursuant to the terms of this Agreement, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI regulations.
13.4 I Money Pay shall have the right to conduct detailed KYC and/or due diligence, both at the time of onboarding and/or at any time during the Term of this Agreement, as well as monitor Merchant's transaction for Prevention of Money Laundering Act, 2002 and other regulatory purposes. I Money Pay reserves the right to detect and report any unusual or suspicious activity to the regulators or government authorities in this regard.
13.5 I Money Pay reserves the right to suspend and/or terminate the Services in case of any fraudulent or suspicious Transactions and report such transactions to authorities, breach of any terms of this Agreement by the Merchant.
14.1 Except as required by applicable law,: (a) each Party shall be responsible for compiling and retaining permanent records of all Transactions and other data; and (b) Merchant shall be responsible for reconciling all Transaction information that is associated with its Customers.
14.2 I Money Pay and/or Facility Providers or their respective regulators (including RBI) shall have the right to check and audit records, documents, systems (including security audit) and statements of the Merchant (in person or remotely) to ensure compliance with the Merchant's obligations under this Agreement and as per Applicable Laws.
14.3 I Money Pay hereby agrees to allow the regulators including Reserve Bank of India to visit the I Money Pay premise and regulators including Reserve Bank of India, shall have the right to audit or inspect the I Money Pay for the purpose of satisfying regulators that I Money Pay is complying with the requirements of Payment Solution Agreement and or any other laws as may be applicable from time to time.
15.1 This Agreement shall be in effect from the Effective Date and shall remain valid till terminated by either Party as per terms of this Agreement.
15.2 Each Party shall have the right to terminate this Agreement, without assigning any reason, with prior written notice of thirty (30) days to the other Party.
15.3 If there is a breach of this Agreement by a Party, the non-breaching Party shall give a prior written notice of seven (7) days to the breaching Party to cure such breach. In the event breaching Party fails to cure such breach within the cure period then the non-breaching Party shall have the right to terminate this Agreement immediately with a written notice after expiry of aforementioned cure period.
15.4 Either Party shall have the right to terminate this Agreement immediately on occurrence of following:
15.5 The termination of this Agreement shall not release either Party from the obligation to make payment of any amounts due and/or payable by it to the other Party. Upon termination, both Parties shall settle all outstanding amount payable to the other Party and arrange to return all the documents and properties of the other Party, except as maybe required to be retained as per Applicable Laws.
15.6 The termination of this Agreement shall not affect any accrued rights or liabilities of either Party, 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.
15.7 At the time of termination, I Money Pay shall have the right to retain an amount to cover (i) any amount due and payable by the Merchant to I Money Pay; (ii) chargeback risk, refund risk or any risk arising out of potential customer disputes for a period of 180 days; (iii) any notice/ instruction from regulatory authority/ law enforcement agencies or for compliance with Applicable Laws. In the event that such retained amount is not sufficient to cover any outstanding amounts of the Merchant post-termination, the Merchant shall ensure that it pays I Money Pay all pending amounts within 10 (ten) days of receiving the demand notice/ invoice and shall at all times keep I Money Pay indemnified in this respect. This Clause survives the termination of this Agreement.
16.1 Each Party acknowledges that Intellectual Property of the other Party (or its licensor) is sole and exclusive property of the other Party (or its licensors). Except as specified in this Agreement, nothing in this Agreement shall be construed to be right to use or transfer of any right in the Intellectual Property of a Party.
16.2 During the validity of this Agreement, I Money Pay hereby grants to Merchant a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable license to use I Money Pay Platform, its APIs and Dashboard.
16.3 Merchant agrees that I Money Pay shall have the right to use Merchant's logo to indicate that the Merchant is availing I Money Pay Services. Parties agree that they shall ensure presence of mutually acceptable logo (including logos of banks and cards) and text on Merchant Website.
16.4 All Intellectual Property (a) related to the Services contemplated under this Agreement, (b) pertaining to the I Money Pay Platform, Dashboard or APIs that are (i) pre-existing; and/or (ii) conceived, generated, derived, produced or reduced to practice, by I Money Pay or any of its affiliates, as a result of the Services performed by I Money Pay shall be and shall remain the exclusive property of I Money Pay or its affiliate as the case maybe.
16.5 Each Party shall not, and shall not permit a third party to, reverse engineer, decompile, disassemble, or otherwise attempt to learn, access, or use the source code relating to the APIs or platform or website of the other Party or its licensors.
17.1 This Agreement and any dispute or claim in relation to this Agreement, shall be governed by and construed in accordance with the laws of India.
17.2 The Parties agree that all disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Delhi.
18.1 Assignment: Neither Party shall have the right to assign its rights or obligations under this Agreement without prior written consent of the other Party. It is hereby clarified that I Money Pay shall have the right to assign certain rights under this Agreement to Facility Provider.
18.2 Force Majeure: Notwithstanding anything stated in this Agreement, a Party affected by a Force Majeure event shall not be liable to the other Party for its delay in the performance of, or non-performance of, its obligations or any part thereof under this Agreement. The Party affected by a Force Majeure event shall give notice of the Force Majeure event to the other Party as soon as possible.
18.3 Waiver: Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.