These terms and conditions apply to the use of Payment Aggregation Services (as defined below) by merchants (“Entity”). For the purpose of these Specific Terms and Conditions, “PPSL” and “Entity” are hereinafter individually referred to as a “Party” and collectively as “Parties”.

• DEFINITIONS
  In these Terms, unless repugnant to the context or meaning thereof, the terms defined herein (including in the introductory paragraph and recitals) shall have the meaning as under:
  • “Affiliate” means a person that controls, is controlled by or is under common control with, another person. For the purpose of this definition “control” shall mean the power to direct the management and policies, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” shall have co-relative meanings to the foregoing.
  • “Agreement” shall mean these terms and conditions including its Schedules, Annexures and all other documents (which may be signed between PPSL and Entity, from time to time in relation to subject matter of this Agreement) and any and all schedules, appendices, annexures and exhibits attached to it or incorporated in it or referred herein.
  • “Application Programming Interface” or “API” means your Application Programming Interface including any related documentations, source code, executable applications and any other materials made available by the Entity to PPSL for the purpose of integration of Entity information with the Paytm Platform/ Paytm Services.
  • “Authentication” shall mean the process by which the Customer’s identification is authenticated by the Facility Providers.
  • “Authorization” shall mean the process by which the Issuing Bank/Participating Bank and/or the relevant Card Association electronically or otherwise communicate the approval of the charge on the Customer upon receipt of the Customer’s instruction in respect of the payment against the Transaction (as defined hereinafter) through the Paytm Platform.
  • “Bill” would mean and include but not limited to periodic bills, fees, charging charges/swapping charges/fleet service charges, booking charges, cancellation charges, parking charges, reservation charges, RFID charges, electricity charges, convenience fees/charges, insurance premium, subscription charges, or any other amount that may be collected by the Entity (in accordance with the nature of its business) in consideration of the Services rendered /Goods sold by the Entity itself and/or on behalf its Sub-Merchants or its authorised vendors, to the Customer.
  • “Bill Payment” shall mean the amount of Bill to be paid by the Customer.
  • “Business Day” shall mean any day on which the Facility Providers are open for business in India other than non-working Saturday, Sunday and any days declared by PPSL and/or Facility Providers as a Holiday.
  • “Chargeback” means a payment made in respect of any Transaction, which proves to be uncollectible from the Customer and in respect of which the Issuing Bank/ Facility Provider/ Card Association/ RBI/ NPCI or Participating Bank brings a claim against PPSL based on any of the following reasons including but not limited to:
    • charge/debit for goods/ services in excess of the relevant purchase price/ service fee;
    • charge/debit for undelivered goods/ services;
    • goods/ services purchased not being as they were promised or being defective, deficient and/or unsatisfactory for any reason whatsoever;
    • charge/debit arising out of any alleged hacking or breach of security or encryption of, or system error attributable to Entity’s system;
    • fraud on the part of the seller of the goods/ services;
    • duplicate charge.
  • “Customer/Subscriber” means any person holding a valid payment instrument and who enters into Transaction with the Entity and makes payment for the same, through Paytm’s Platform and shall include any Individual or legal Entity who is availing online payment facility for the Service of the Entity.
  • “Customer Billing Information” means the information provided by the Entity either through API and/or in any other manner detailing the Bill, identification of the Customer/Bill, amount of the Customer Charge, etc.
  • “Customer Order” shall mean an order placed by the Customer for purchase of Goods or for availing of Services provided by Entity and shall be specifically designated by a unique Order Number which can be used by the Customer for obtaining details about the Order including without limitation details of the status of such Order.
  • “Customer Charge” means and includes (a) the base price of the Goods/Services purchased or availed by the Customer plus the shipping charge (if any) and all other taxes including Goods & Service tax hereinafter referred as (“GST”), duties, costs, charges and expenses in respect of the Goods/Services; and/or (b) amount of Bill Payment, that are to be charged to the Customer’s Valid Payment Instrument and processed and settled through the Service.
  • “Card Associations” shall mean and include Master Card, Visa, Diners Card, American Express Card, or any other card association as may be specified by PPSL from time to time.
  • “Card Association Rules” mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any card association as applicable.
  • “Dispatch”/ “Delivery” shall mean, in respect of Goods/Services dispatch/delivery of the Goods by a reputed courier /parcel service to the Customer at the address specified by the Customer in this behalf and/or in respect of a Service, delivery/performance of provision of Service.
  • “Effective Date” means the date of execution of this Agreement as mentioned in the signature panel below.
  • “Entity’s Bank Account Details” shall mean the details as provided by the Entity in the Entity details form.
  • “Entity’s Website/Mobile Application/Billing System” shall mean the active website/mobile application/billing system, the contents of which are owned, controlled, and operated by the Entity for the purposes of enabling the Customers to view Goods and/or Services offered by Entity and/or Sub-Merchants and to enter into Transaction for purchase and/or subscription offered by the Entity thereon.
  • “EMI” means equated monthly installments.
  • “Facility Provider(s)” shall mean and connote various Banks, financial institutions (“Participating Banks”) and various software providers who have signed with PPSL from time to time and are in the business of providing information technology services including but not limited to Internet based electronic commerce, Internet payment gateway and electronic software distribution services. These Facility Providers allows PPSL to route credit card, debit card, internet banking, prepaid cash card, Postpaid Facility, mobile wallet transactions etc. entered into on the Internet/Mobile channels to third party clearing houses/ Issuing Banks.
  • “Food Wallet” shall mean sub wallet under Paytm Wallet which shall be restricted to be used for payments for food only, have pre-defined monetary limits specified by RBI guidelines and shall be re-loadable. The amounts held in the Food Wallet are non-refundable and non-transferable.
  • “Internet Payment Gateway” means a payment gateway obtained by the PPSL from Payment Gateway Provider(s) for accepting payments on the web through credit cards, debit cards, internet banking, prepaid cash cards or mobile wallets.
  • “Issuing Bank” in respect of a Customer, means the bank or financial institution or a licensed third party payment service provider which has issued the Valid Payment Instrument to the Customer.
  • “Mobile Application” shall mean an IVR (Interactive Voice Response), WAP (Wireless Application Protocol), SMS (Short Messaging Service), USSD (Unstructured Supplementary Service Data), ODP (On Device Portal) or NFC (Near Field Communication) based shopping interface developed by the Entity, PPSL or any third-party service provider, which is accessed by the Customer for providing the account details and issuing the payment instructions upon placing the Customer Order.
  • “Net Banking Facilities” shall mean the facilities and services provided by Issuing Banks, which allow authorization (from third party clearing house networks) and settlement facilities in respect of payment instructions initiated by the Customers on their respective Internet Banking websites.
  • “Nodal Bank Account / Escrow Bank Account” means a nodal bank account/escrow bank account operated and managed in accordance with the guidelines issued by RBI for pooling the funds collected from the Customers on behalf of the Entity through Paytm Platform viz., Net Banking, Credit Card, Debit Card, Unified Payment Interface (UPI), IMPS (Immediate Payment Service), EMI, Postpaid Facility, prepaid payment instruments such as Paytm Wallet, or such other mode of payments/features/services which shall be developed or added or deployed by PPSL (including but not limited to Paytm Voucher, etc.), Participating Banks, Facility Providers or financial institutions, etc.] and facilitating the transfer of these funds in final settlement to the Entity and other permitted payments after deduction of such service charges as per RBI Regulations notifications/ guidelines issued from time to time on online payments.
  • “Paytm Platform” / “Paytm Services” shall mean Payment Aggregation Services as set out in Clause 3 of this Agreement which shall also include any additional services/features/Payment instruments provided to the Entity sourced or added or deployed by PPSL for the purposes of enabling online collection of the payment for Transactions by and on behalf of the Entity from the Customers of the Entity through Paytm Checkout.
  • “Payment Aggregation Services” shall mean and include the business of payment aggregation that facilitate the website and web application of the Entity to accept various Payment Instruments from the Customers for completion of their payment obligations in relation to a Transaction, facility to connect the merchants with Facilitating Banks receiving payments from Customers, pool and settle the payments so collected to the Entity in accordance with applicable guidelines.
  • “Payment Instrument” means a Credit Card, Debit Card, Internet Banking Account, Prepaid Cash Card, Unified Payment Interface (UPI), IMPS (Immediate Payment Service), Paytm Wallet including Food Wallet, or such other methods of payments/features/services which shall be sourced or added or deployed by PPSL including but not limited to, Postpaid Facility, Paytm Voucher from Participating Banks, Facility Providers or financial institutions from time to time and used by the Customer for making a payment through Paytm platform but excluding instruments powered by the Entity or served through the Entity.
  • “Paytm Fees” means, the fee collected by PPSL for each Transaction for rendering Paytm Services to the Entity and such fee shall include the fee referred to as merchant discount rate, convenience fee, VAS Fees, request processing fee or any such fee charged by PPSL.
  • “Paytm Wallet” shall mean a semi closed prepaid payment instrument issued by PPBL, in accordance with the RBI Guidelines issued from time to time, which can be used by the Customer against the value stored on such instrument to purchase Goods/Services, including financial services at a group of clearly identified Merchants i.e., Entity/Entity locations/establishments which have a specific contract with PPBL/PPSL to accept the payment instruments. For the avoidance of doubt, the value stored on such instruments represents the value paid for by the Customer at the time of issue/availing of Paytm Wallet or at the time of reloading of the said Wallet by the Customer. Further these instruments do not permit cash withdrawal of redemption by the holder of Paytm Wallet.
  • “Paytm Voucher” shall mean gift vouchers issued by PPBL under PPI regulations of RBI and which can be utilized for payments on Paytm Platform, as determined by PPSL.
  • “Paytm Checkout” is an aggregation of a) Paytm Wallet, Paytm Voucher and other instruments issued as per RBI’s guidelines on prepaid instruments, b) debit card/credit card/net banking and other instruments aggregated by PPSL offered by Participating Banks and Financial Institutions to PPSL and (c) Postpaid Services, Paytm Cash or other instruments developed or added or deployed by PPSL on its own, or in partnership with other institutions.
  • “Postpaid Facility” shall mean post payment assistance extended to the customers by banks or NBFC partner institutions of PPSL via Paytm Platform.
  • “Goods/Product” means a tangible merchandise, marketed goods, distributed or sold by the Entity, and/or it’s authorized vendors/Sub-Merchants to Customer(s) through Entity’s Website/Mobile Application.
  • “Service” means any service that Entity and/or its Sub-Merchant offers through Entity’s Website/Mobile Application including but not limited to the subscription Services, Bill/Fees payment facility and/or any other offering (collectively referred to as “Services”) and that is availed of by the Customer.
  • “Settlement” / “Settlement Amount” means the procedure pursuant to which the amounts are remitted to the Entity as per the terms agreed under this Agreement from the designated Nodal Bank Account in accordance with the Reserve Bank of India Guidelines.
  • “Sub-Merchant” shall mean merchants/sellers/dealers/distributors duly registered with Entity who the Entity represents and undertakes that they are authorized to offer, sell and/ or distribute Products/Services through the Entity’s Website/Mobile Application in accordance with the terms and conditions of the Entity.
  • “Transaction” means every Customer Order in consideration of which the Customer makes the payment of Customer Charge through the valid Payment Instrument through the Paytm Platform and which is Authenticated and Authorised by the Facility Providers and that results in the Delivery by Entity and/or Sub-Merchant to the Customer of the Goods(s) / Services in respect of which the Customer Order was placed.
  • “Transaction Amount” means the Customer Charge plus Paytm Fee.
  • “Transaction Discount Rate (TDR)” shall mean total commission earned by PPSL exclusive of all taxes, per transaction for the services provided hereunder.
  • “Valid Credit Card/Debit Card” means a Visa/MasterCard/American Express/Diners Club/JCB Credit Card / Debit Card provided by the Issuing Banks to the Customer for Customer’s Bank account held with such Issuing Banks or any other card acceptance facility provided by PPSL, the Facility Providers or the Participating Banks and which is not listed in Visa/MasterCard’s and other current warning bulletins.
  • “RBI” shall mean the Reserve Bank of India.
  • “NPCI” shall mean National Payments Corporation of India.
  • “UPI” The Unified Payments Interface (UPI) offers architecture and a set of standard Application Programming Interface (API) specifications to facilitate online payments.
  • “Value Added Services” shall mean the value added solutions and services provided by PPSL, the terms of which are more particularly set out in Schedule D.
  • “VAS Fees” shall mean the fee charged by PPSL for providing Value Added Services on the Paytm Platform as specified in Schedule D.
• PAYMENT AGGREGATION SERVICES
  • To enable Payment Aggregation Services, PPSL may require you to enter into an agreement or accept terms as specified on the Website containing detailed terms and conditions which are applicable to the Payment Aggregation Services which are provided by PPSL. Such terms and conditions will constitute a binding agreement between You and PPSL and shall govern the provision of Paytm Services. You acknowledge that while providing said Paytm Services, PPSL acts only as an Intermediary/ payment aggregator/ enabler /facilitator of payment platform by:
    • Connecting the Entity and the Customer to enter into Transaction and/or enable the Customer to make online payment of the Transaction Amount to the Entity.
    • Integrating the Entity’s Website/Mobile Application/Billing System with the payment systems of various Facility Providers for enabling the Customer of the Entity to make the payment of the Transaction Amount using Internet Payment Aggregation facility.
    • It is hereby clarified that the Paytm Services hereunder is provided to the Entity only and that all rights/obligations hereunder with regard to the Sub-Merchants shall be fulfilled by the Entity only and PPSL shall have no direct and/or indirect obligations vis a vis such Sub-Merchants of the Entity whether specified in applicable law or not.
  • You agree that additional services/features/Payment instruments shall be developed or added or deployed by PPSL, Participating Banks, Facility Providers, financial institutions in pursuance of sector advancement or any other development/requirement by governmental authority to facilitate the online collection of the payments from the Customers through Paytm Checkout. For the Entity to use any additional features/Payment instruments not provided herein, the Entity shall comply with the terms and conditions applicable for such features/Payment instruments.
  • You shall be solely responsible to provide/renew/activate/subscribe the respective Services to the Customer in respect of which the payment of Transaction Amount has been made by the Customer through the Paytm Platform.
  • You shall not share the API of PPSL (including information like credential, MID code or any other information / details to access the Paytm Platform) with any third party or engage any third party to connect your system with Paytm Platform without explicit written consent of PPSL. Any breach of this obligation shall be construed by PPSL as breach of these Term and if PPSL becomes aware of such breach, then it has the right to immediately take action including levy of penalty or suspension or termination of Paytm Services forthwith. Further PPSL shall also be entitled to take any other action as per applicable law.
• CONSIDERATION:
  • In consideration of the Paytm Services as provided in Clause 3 above, you hereby authorise PPSL to collect the Transaction Amount which shall comprise (a) the Paytm Fees (at the rates specified in the Pricing Tab (or such other rates as mutually agreed) and the applicable Goods and Service tax along with (b) the Customer Charge.
  • PPSL shall retain the Paytm Fees so collected before passing on the credit of the Customer Charge to Entity (net of Paytm Fees and all other amounts due and recoverable in the normal course of business from the Entity). Please refer to the Pricing Plan as specified in “https://www.paytmpayments.com/pricing” for Paytm Fees charged by PPSL
  • PPSL reserves the right to revise the Paytm Fees periodically, and PPSL will intimate (either by email/ or in writing) to the Entity of any such change within reasonable time before making the said changes effective. The Paytm Fees (MDR and / or Convenience Fees and/or VAS Fees) charged by PPSL shall not be refunded or repaid by PPSL to the Entity or any other person irrespective of the Transaction Amount being subject to a Chargeback, refund or dispute.
  • Paytm Fees is based on the assumptions and agreed upon operating processes. If you significantly alters your methods of doing business/ line of business/ Entity website/ Mobile Application / Billing process, PPSL may revise the Paytm Fees. PPSL further reserves the right to vary the Paytm Fees at such rates as may be specified by PPSL from time to time by provision of an intimation either through speed post / courier / SMS/Email notification/Platform wide notification from time to time and if the Entity is unwilling to accept such variation or amendment or introduction, it shall notify PPSL in writing by speed post /authorised courier/email addressed to PPSL within five (05) days from the notification by PPSL, for resolution. Variations as specified by PPSL shall apply unless otherwise agreed in writing by PPSL through its authorised signatory.
  • The Paytm Fee is exclusive of all applicable taxes including GST, governmental charges, levies, duties etc. All payment to the Entity under this Agreement shall be subject to applicable withholding tax laws.
  • You shall bear and be responsible and liable for the payment of all relevant taxes including GST, duties, levies, cess, surcharge or any other charges in relation to the Service availed by your Customer.
  • You shall provide its GST registration certificate to PPSL prior to activation of PPSL Services.
  • All payments by Entity are subject to deduction of TDS on Paytm Fees under Income Tax Act Section 194H, if applicable. TDS, if any, shall be deposited by the Entity as per applicable laws based on the invoice raised by PPSL on monthly basis. The same will be reimbursed by PPSL within 30 days from the date of receipt of TDS certificate from the Entity.
  • PPSL may demand an appropriate amount of security deposit/bank guarantee during the term of this Agreement depending upon the risk assessment by PPSL/Facility Provider in relation to the Goods/Services provided you. You shall submit the said security deposit amount/bank guarantee without any demur and delay within 7 (seven) days from the date of intimation by PPSL. You also agree that the security deposit/bank guarantee shall be forfeited by PPSL at PPSL’s sole discretion in the event of any breach of the terms & conditions of this Agreement and also in case of breach of any additional obligations as agreed by you. However, PPSL shall refund/discharge the security deposit amount/bank guarantee post completion of six months from the termination or expiry of PPSL Services, whichever is later on the basis of risk assessment report only.
  • PPSL further reserves the right to enable additional Payment Instruments as may be developed or deployed by PPSL from time to time at such rates as PPSL may determine based on its internal policies. PPSL shall intimate the Entity either through SMS/Email notification/Platform wide notification of such additional Payment Instruments which are enabled. Entity may within 5 (five) days of receipt of such intimation opt out from such additional Payment Instruments which are enabled.
• Settlement
  • PPSL shall maintain the amount collected by it in an Nodal Bank Account/Escrow Bank Account. PPSL, at its own accord, without prior permission from the Entity may choose to shift the Nodal Bank Account/Escrow Bank Account from one bank to another in accordance with the directions issued by regulators from time to time.
  • PPSL shall after deducting the amounts from the account of the Customer shall remit such amount to the bank account of the Entity on Tp+1 basis, where Tp shall mean date of charge / debit to the Customer’s account against the purchase of goods or rendition of services;.
  • The transactions in respect of refund or reversed transactions shall be routed back through the Nodal/Escrow account. However, you may choose to entertain the request for refund to Customer, if Customer has been made aware of such arrangement.
  • PPSL shall credit or debit the Nodal Bank Account /Escrow Bank Account only with the transactions as permitted by the Regulators, in terms of the prevailing guidelines. PPSL is permitted to debit its fee for services or consideration payable by the Entity to PPSL from the Escrow Account.
  • PPSL shall be entitled and the Entity hereby authorizes PPSL to deduct PPSL Service Charges, refunds, chargebacks, penalties from each payment received from the Customer before passing on the credit (net of PPSL Service Charges, refunds, chargebacks, penalties) to the Entity.
  • At the time of onboarding, please read the terms and conditions / agreement for further details.
• Chargeback
  • PPSL will notify the Entity of any chargeback within 24-48 hours of receiving such notification from the Participating Bank or relevant third party, including the details and reasons for the chargeback request.
  • The Entity acknowledges and agrees that if a Payment is made by the Customer through any payment instrument (UPI, Wallet, Debit Card, Credit Card, Net Banking, International Card) against the transaction, for which the Participating Bank/Customer raises a Chargeback claim on PPSL, PPSL shall deduct the equal amount of said claim from the payable amount to the Entity due on the date of receipt of said Chargeback and shall also demand the necessary documents as may be required by Participating Bank for evidencing the fulfillment and/or delivery of Product/Service by the Entity. Once the required documents are provided by the Entity to PPSL. PPSL shall submit the same to Participating Bank for the scrutinization, post which the decision of the Participating Bank shall be final and binding.
  • Entity further agrees that it shall not raise any concern towards the non-payment of the amount with respect to such Order for which Chargeback claim has been raised by the respective Participating Bank/Customer, as the case may be.
  • Entity hereby authorizes PPSL to adjust the chargeback amount to the extent of the aforesaid uncollectable amount from amount payable to the Entity by PPSL. Such amount shall be reversed to the entity if the resolution provided by Participating Bank or relevant authorities pertaining to the chargeback is in the favour of Entity.
  • Entity agrees to provide the supporting documents to PPSL in respect of a Chargeback within 4 (four) calendar days of intimation of such chargeback received or within the timelines as provided by the Participating Bank/concerned authorities, whichever is earlier.
  • Entity shall be deemed to have accepted the chargeback in case the supporting documents are not provided by the Entity within the prescribed timelines. In case of non-submission of the above said supporting documents within the timelines prescribes as above, the amount in respect of such charge which was debited upfront shall not be reversed and no claim of Entity shall be entertained in this respect.
  • Entity agrees that the timing for raising Chargebacks and retrieval requests, any defense of a Chargeback and allocation of related penalties will be handled in accordance with the applicable procedures and/or guidelines set by the Card Association or the applicable regulatory body in India (e.g., the RBI and NPCI).
  • Entity agrees that if its chargeback’s in any month crosses 1% of total transaction value of that month then:
    • Entity will submit Bank Guarantee/ Security Deposit equivalent to 2 times of the highest GMV processed in last 6 months.
    • The terms of the BG/ Security Deposit will be re-evaluated after one year or expiry/ termination of the Agreement, whichever is earlier.
  • In the event of termination of the Agreement, taking into consideration the track record in terms of incidences of chargeback during the tenure of the Agreement and/or the circumstances of termination of the Agreement:
    • PPSL shall be entitled to withhold amount out of the settlement amounts payable to the Entity in terms of this Agreement to facilitate the settlement and resolution of any chargeback related issues arising out of any Transactions done under this Agreement.
    • These amounts shall be withheld for such period as may be then prevailing in respect of the time-period allowed to Customers for initiating a chargeback under the Card Association guidelines or the Reserve Bank of India for resolution of such disputes.
• Refund
  • All the refunds to the customer will be requested and handled in accordance with the refund and return policy of the Entity. For clarity, all refunds shall be made to the customer only after the deduction from the settlement amount of the Entity.
  • In case, there is no forward amount to adjust the refund amount then PPSL shall not be liable to make the refund to the customer on its behalf. Further, any penalty imposed by RBI on PPSL for delayed refund to the customer shall be borne by the Entity.
  • If PPSL is unable to adjust any refund/ chargeback amount from the settlement amount, an intimation / notice would be sent to the Entity and Entity shall be pay such amount to PPSL within 5 business days from the date of intimation.
• DISCLOSURES REQUIRED TO AVAIL SERVICES OF PPSL AND FACILITY PROVIDERS
  • You shall provide all the relevant details and documents to PPSL for carrying our “Know Your Client” or “Anti-Money Laundering” checks in accordance with the applicable laws and internal policies of PPSL. By accessing PPSL Services, you further represent, warrant, and covenant that you shall provide correct information and valid documents to PPSL to conduct the “Know Your Client” or “Anti Money Laundering” checks in accordance with the applicable laws and internal policies of PPSL.
  • You shall only avail the Paytm Services for the designated/specified business category/business sub-category/ Entity’s Website/Mobile Application/Billing System only. In order to use the said PPSL Services for any other purpose, Entity shall notify PPSL in writing of such change and such change will be subject to approval by PPSL.
• AUTHENTICATION AND AUTHORISATION OF TRANSACTION
  • Facility Providers will authenticate, authorize, and process the payment instructions given by the Customers through Paytm Platform in respect of the Transactions upon fulfillment of valid criteria as set forth by the Issuing Banks and the Card Associations from time to time and accordingly transfer such approved Transaction Amount from the Customer Valid Payment Instrument to the Nodal Bank Account.
  • Entity itself and/or on behalf of its Sub-Merchants understands that Facility Providers and/or Card Association may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of prohibited items, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the RBI, Facility Providers and/or Card Association rules, guidelines, regulations, etc and any other laws, rules, regulations, guidelines in force in India, etc.
  • Entity acknowledges that as a risk management tool, PPSL and/or the Facility Providers reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card or Net Banking Facilities/account during any time period, rejection of payments from Customers with a prior history of questionable charges, unusual monetary value of Transaction, etc. Further, as a security measure, PPSL may at its sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific, group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.
• FRAUDULENT TRANSACTIONS
  • If PPSL has reasonable grounds to suspect that a Transaction conducted has been conducted in breach of this Agreement or is a disputed or fraudulent Transaction, against the Participating Banks or any Customer, or PPSL , PPSL shall be entitled to suspend / withhold the payments of such Transaction(s), pending enquiries by the Participating Bank and/or resolution of such issues. Provided further that:
    • If settlement has already been made to the Entity for a fraudulent or disputed Transaction, then PPSL shall have a right to claim such amount from the Entity and to withhold any further Settlement till the resolution of dispute;
    • If the resolution of the fraudulent or disputed Transaction, results in a Chargeback of such Transaction, the Transaction Amount shall be adjusted from the Settlement Amount due to and being remitted to the Entity, in the manner provided in this Agreement;
    • If there are insufficient funds available for such recovery, PPSL shall make a claim on the Entity for such Transaction Amount; which, the Entity on receipt of the claim from PPSL undertakes to pay to PPSL within two (2) days of the receipt of the claim from PPSL.
• DATA, SYSTEM SECURITY AND COMPLIANCES
  • Neither Party shall for any reason whatsoever store any data relating to the Transactions except for Transaction tracking.
  • Both Parties shall ensure that there are proper encryption and security measures at their respective websites/mobile apps /billing systems to prevent any hacking into information pertaining to transactions contemplated under this Agreement. Entity accept all liabilities with respect to any compromise or unauthorized use or disclosure or access to the data generated during the Transactions. Entity shall ensure that adequate information and data security infrastructure and systems for prevention and detection of frauds are in place and shall establish a mechanism for monitoring, handling and follow-up of cyber security incidents and breaches.
  • Parties have agreed, while Transactions are under process and at the stage of verifying/authentication, Entity shall cooperate and promptly reply to the issues raised by PPSL for confirmation related to customer order prices, charges and fulfillment thereof which are offered through the Entity’s Website/Mobile Application. In the event of any loss being caused as a result of breach of the above, the loss shall be to the account of the Entity only and Entity shall also indemnify PPSL from any loss/damages arising out of any claim by any party including Entity, Participating Banks, Facility Provider, etc.
  • In availing the bill/premium collection and the settlement service, the Parties declare, assure and undertake to abide by the relevant laws and security standards/ regulations/ requirements/guidelines which would be applicable to the conduct of the Transactions contemplated under this Agreement, including, without limitation (a) regulatory provisions as may be applicable from time to time, (b) security measures and resultant hardware/ software upgrade consequent upon upgrade of systems and procedures with a view to ensuring security of transactions; and (c) maintenance, protection, confidentiality and such other requirements with respect to transaction as may be imposed by any regulatory or standards authority including pursuant to PCI-DSS, as applicable, and any modifications to or replacements of such programs that may occur from time to time.
  • In processing the transactions, PPSL shall be entitled to rely upon all electronic communications, orders or messages sent to PPSL and PPSL shall not be obliged to verify or make further inquiry into the identity of the sender, or the message integrity, of any communications, orders or messages. The Entity shall in no circumstance dispute such reliance by PPSL. Provided that if PPSL were to employ any security measures, PPSL shall not be bound by or obliged to act on any electronic communications, orders or messages received online from the Entity or the Customer which do not properly utilize PPSL’s security measures as may be applicable from time to time.
• INSPECTION RIGHT TO AUDIT
  • The Entity shall, keep complete and accurate records in connection with the Services. All the said records shall be kept on file by the Entity for a period as required under applicable laws from the date the record is made, and in any event, shall not be excised without first having duly and adequately and timely informed PPSL in writing and also providing PPSL with the option of having such records transferred into the custody of PPSL.
  • Entity shall, during all official working hours, allow PPSL, its management, its auditors and/or regulators/RBI, right to inspect, examine and audit the Entity's operations, including its security practices and control processes, and all documentary records regarding the Transactions under the terms of this Agreement which PPSL may require Entity to provide for any reasons under applicable law/regulations.
  • On receipt of a reasonable notice from PPSL /regulator/authority, the Entity shall provide access to and make available to any of PPSL’s officers / employees/ management or internal / external auditors/ regulators of PPSL, the necessary records for inspection / examination / audit, and co-operate to the fullest extent in order to provide clarification on any activities and to assure a prompt and accurate audit according to the scope of the Agreement. The Entity shall also co-operate in good faith with PPSL to cure any audit practices which are found to be deficient as a result of any such audit, within a reasonable time after receipt of PPSL’s report. Cost of such audits or reviews will be borne by Entity.
  • Entity recognizes the right of regulators and PPSL including but not limited to NPCI /RBI’s right to inspect / cause an inspection of information security practices implemented under the terms of the Agreement by one or more of its officers or employees or other persons under applicable jurisdiction.
  • PPSL's audit rights shall survive expiration or termination of this Agreement for the period required under applicable Laws and Regulations.
• NO WARRANTY
  • PPSL will make all reasonable efforts to provide uninterrupted services subject to down time and regular maintenance. However, notwithstanding anything in this Agreement PPSL, the Participating Banks and the Facility Providers disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. Entity acknowledges that PPSL, the Facility Providers services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro. PPSL shall adopt such technical and non-technical security measures that it considers are appropriate to render the services under this Agreement, however, PPSL does not guarantee that such security measures cannot be subverted to gain unauthorized access. Entity also acknowledges that the services provided by the Participating Banks, Facility Providers to PPSL which is passed on to Entity under this agreement, can be in any event be brought to an abrupt end in any event whatsoever by any of the Participating Banks, Facility Providers for any reason whatsoever.
  • PPSL’s sole obligation and Entity’s sole and exclusive remedy in the event of interruption to the Services or loss of use and/or access to PPSL’s Website, the Facility Providers facilities and Payment Mechanism and services, shall be to use all reasonable endeavors to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible.
  • Without prejudice to any other provision of this Agreement, PPSL, the Facility Providers Participating Banks do not warrant that: -
    • PPSL’s Website and services, the Facility Providers facilities Payment Mechanism will be provided uninterrupted or free from errors or that any identified defect will be corrected; or
    • is free from any virus or other malicious, destructive or corrupting code, program or macro.
  • For the avoidance of doubt, in no event shall PPSL, the Facility Providers Participating Banks be liable to Entity or any other third party for any of the following:
    • amounts due from Customer in connection with any service obtained by the Customer at Entity’s Site;
    • any applicable taxes including but not limited to GST and other government levies.
  • Parties agree that PPSL shall not be liable in case there is any non-conversion of transaction amount/cancellation of EMI services, tenure, scheme provided to the customer by bank on case to case basis.
• INDEMNITY
  • Entity hereby undertakes and agrees to indemnify at all times and hold harmless PPSL, Facility Providers, Participating Banks and NPCI from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs, awards, damages, losses and/or expenses however arising as a result of:
    • any breach of any applicable laws, GST, rules and regulations
    • any breach or non-performance by the Entity of any of the provisions of this Agreement and/or any Schedules, representation and warranties, breach of confidentiality, Intellectual property rights, inaccuracy of Customer Billing information, chargeback and refunds, any fines, penalties or interest imposed directly or indirectly on PPSL on account of Entity under this Agreement and/or any Schedules;
    • any claim or proceeding brought by Entity’s Sub-Merchants/vendors/suppliers, the Customer or any other person against PPSL, in respect of any Goods/Services offered by Entity itself and/or on behalf of its Sub-Merchants; or
    • any act, neglect or default of Entity’s agents, employees, licensees or customers; or
    • any claim by any other party against PPSL, arising from sub-clauses above.
  • Entity shall also fully indemnify and hold harmless PPSL, the Facility Providers and the Participating Banks against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party that Entity’s Services infringes any intellectual or industrial property rights of that third party.
  • In the event of PPSL, the Facility Providers and the Participating Banks being entitled to be indemnified pursuant to the provisions of this Agreement, PPSL shall be entitled to accordingly and to such extent debit Entity's Account with PPSL.
• TRANSACTION LIMITS
  • PPSL, reserves the right to impose limits on the number of purchases and/or the value of purchases which may be charged on an individual Payment Instrument during any time period, and reserves the right to refuse to make payments in respect of Orders exceeding such limit with due notice and information to the Entity. PPSL, also reserves the right to refuse to make payments in respect of Orders from Customers with a prior history of non-payments, questionable charges and any litigation arisen from similar services provided by PPSL to the Customers before and PPSL shall notify the Entity accordingly.
  • PPSL also, reserves the right to impose limits on the number of Transactions and/or the Transaction Amount which may be undertaken by a Customer on the Entity’s Website and/or Mobile Application during the term of this Agreement, and reserves the right to refuse to make Settlement in respect of Transaction exceeding such limit with due notice and information to the Entity.
• LIMITATION OF LIABILITY
  • Except for any liability which cannot by law be excluded or limited, neither Party shall be liable for indirect, incidental, special, punitive or consequential damages, including without limitation, damages for loss of profits, business interruption, Interruption or stoppage to the Customer’s access to and/or use of the Paytm Services and the payment and delivery mechanism, loss of goodwill or unauthorized access to information incurred by the other party arising out of, or relating to the use by the Entity of PPSL Services and, whether framed as a breach of warranty, in tort, contract, or otherwise even if a Party has been advised of the possibility of such damages.
  • Notwithstanding anything stated under this Agreement, the aggregate liability of PPSL to the Entity or any other party from any and all causes whatsoever shall not in any and all event(s) together exceed the sum equivalent to the preceding one month’s aggregate TDR margin/Convenience Fees earned by PPSL under this Agreement, from the date of occurrence of such liability.
  • In no event PPSL shall be liable to the Customers or any third party
• CUSTOMER SUPPORT
  • Entity itself and/or on behalf of its Sub-Merchants shall provide a commercially reasonable level of customer support to Customers. Such support shall include appropriate notice to Customers of (i) a means of contacting Entity in the event the purchaser has questions regarding the nature or quality of the Goods/Services that Entity offers for sale and (ii) procedures for resolving disputes, sorting / handling complaints, refund / failed transactions, return policy, customer grievance redressal (including turnaround time for resolving queries), dispute resolution mechanism, reconciliation, etc. If PPSL or any of the Facility Providers or any of the Participating Banks determines in good faith that Entity's failure to comply with this paragraph is causing an unacceptable burden on its customer support facilities, PPSL may suspend or terminate this Agreement as per provisions provided in this Agreement.
• Bribes, Gifts, Entertainment, Favors and Payments
  • The Parties herein confirm that they shall not offer any gifts, payments, services, or other favors to the employees, personnel of the other Party where these would, or might appear to improperly influence the employee in performing his or her duties for such Party. Consistent with each Party’s requirement that all business conducted adheres to applicable laws and regulations, the use of bribes, secret compensation or kickbacks is strictly prohibited.
  • Each Party shall ensure that itelf and its and agents involved (if any) in the performance of this Agreement will comply with all applicable laws including anti-bribery, money laundering etc.
  • Entity itself and/or on behalf of its Sub-Merchants hereby agrees and confirms that they shall comply with PPSL Anti-Bribery and Corruption Policy in this regard and that PPSL and its agents shall have required internal policies to ensure such compliances. PPSL undertake that they shall procure compliance with such policies and procedures by its officers, directors and employees (if any) as involved in the performance of this Agreement.
• Certain Payment instruments like UPI Auto-Pay, E-Nach, Paytm EMI etc. are governed by additional terms and conditions which are applicable. Please read the Agreement and additional terms carefully while opting for such services.
• Prohibited Goods/Services

  PPSL services cannot be used for the list of prohibited goods / services as set out in the agreement with you. These services include but are not limited to the services below. Further, you represent and warrant that you will not undertake the following business activities, and further understand the right of PPSL to discontinue its services, in cases where prohibited goods/services/activities are found to be undertaken by you:

  (i)Adult Goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; (ii) Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne; (iii) Body parts which includes organs or other body parts; (iv) Bulk marketing tools which includes email lists, software, or other goods enabling unsolicited email messages (Spam); (v) Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free; (vi) Child pornography which includes pornographic materials involving minors; (vii) Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection; (viii) Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials; (ix) Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software; (x) 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;

  PPSL may also specify additional prohibited and negative categories of Business based on different instruments which are enabled.