MERCHANT SERVICES AGREEMENT

This Merchant Services Agreement (the “Agreement”) is entered into at Chennai on the day and date (“Execution Date”) specified in the application form appended to this Agreement(“Application Form”) By And Between; the
merchant (details furnished in the Application Form), a sole proprietorship/partnership firm registered under the provisions of the Indian Partnership Act /limited liability partnership/company incorporated under the Companies Act, 1956/2013/ An
Individual having its office at the address as specified in Application Form(hereinafter referred to as “Merchant”/ “Merchant Establishment” /”ME”, which expression shall unless repugnant to the subject or context shall mean and
include (i) in the case of the Merchant being a sole proprietary concern / individual, the heirs, administrators, executors, legal representatives and permitted assigns of the Proprietor; (ii) in the case of the Merchant, being a partnership firm, the
partners for the time being and from time to time of the firm, the survivor or survivors of them, their respective heirs, administrators, executors, legal representatives and permitted assigns and (iii) in the case of the Merchant, being a company ,
its successors and permitted assigns (as the case may be) (iv) in the case of the Merchant being a Trust, the trustees from time to time of the trust, administrators, beneficiaries and the survivor or survivors of them, executors, legal
representatives and permitted assigns (as the case may be) of the One Part; And Skilworth Technologies Private Limited having its registered office at No. 20C/2A Sarangapani Street, T. Nagar , Chennai–600017 (hereinafter
referred to as the “STPL”, which expression shall unless repugnant to the subject or context shall mean and include its successors and assigns) of the Second Part (STPL and the Merchant are individually referred to as a “Party” and
collectively as the “Parties”).

WHEREAS: fraudulent use/service related/quality related/misuse of marks in the representation, form and manner therein, (b) (b) termination of this Agreement. STPL shall be entitled
A. Merchant is inter alia engaged in the business as the personal and financial information of the Customer by all common law rights in the words and names in India or to use details of the Merchants in any promotional
stated in the Application Form (“Business”). any unauthorized person; and (v) subject to applicable anywhere else in the world; and (c) all rights to bring an materials.
B. STPL is engaged in the business of providing software law, any other dispute received from bank/ Card action for passing off, infringement or any other action in 2.5 Equipment: In order to process Transactions,
application programming interfaces and other proprietary Association/service provider ,business associate or respect thereto; (29)Transaction: shall mean a Merchant must be equipped with properly installed and
technology to provide and enable payment processing circumstance that may result in the existence of a claim financial transaction conducted by the Customer using programmed Equipment capable of transmitting,
services to merchants including but not limited to for reversal of any Transaction as determined reasonably Payment Services for the purchase/rental of goods and/or receiving and communicating Card transaction data.
providing point of sale card machines, facilitating by STPL; (12) Confidential Information: shall services, resulting in the generation of a Chargeslip; Merchant may purchase or lease such Equipment. If the
payment by merchant’s customers using payment mean any documents, data, or information related to each (30)POS/EDC/Terminal/Equipment: shall mean Merchant elects to lease the Equipment, the lease of the
instruments, collection of such payments and onward Party's business and/or the Customer that is not generally point of sale electronic data capture devices referred as Equipment shall be subject to the terms of this
remittance of such payments to the merchants and other known to the public including, but not limited to, all Mpos & Digital POS, printers and other peripherals and Agreement. The Merchant agrees that the Equipment
values added services, more specifically set forth in tangible, intangible, visual, electronic, present, or future accessories, including pin pads and necessary shall remain in the Premises at all times and the
Schedule B hereto (“Payment Services”) . information such as (a) financial information; (b) technical applications and software to run the devices in respect of Merchant shall not create any encumbrance on the same
C. The Merchant is desirous of availing the Payment information, including but not limited to research, or in connection with regard to all EDC devices (leased and the Equipment shall not be pledged, sold or
Services of STPL for enabling electronic payment development, procedures, data, designs, and technical and/or purchased) provided by STPL or its Service transferred by the Merchant. Any leased or rented
acceptance transactions of its Customers (as defined know-how; (c) business information, including but not Providers; (31)Valid Card: shall mean a Card issued Equipment provided by STPL are for the Merchant’s
hereinafter). limited to operations, planning, marketing interests, and by an Issuer, bearing signature of the holder whose name exclusive use and will not become Merchant’s property,
D. Based on the representations, warranties and services (d) personal information/data of any customers is embossed on the same but shall not include (i) a card and shall be returned to STPL on demand, upon
covenants provided by the Merchant, STPL has agreed (e) all information or data which the Parties have access listed on any communication from the Card Association or termination of this Agreement or upon Merchant ceasing
to provide the Payment Services in accordance with the to in connection with performance of the present STPL informing the Merchant of any lost, stolen, invalid to do Business, whichever is the earliest. The operating
terms hereof. Agreement, whether before or after execution of the and cancelled cards or (ii) an expired card or a card not instructions provided by STPL (or as explained by its
present Agreement (f) all confidential or proprietary yet operational or (iii) a card that cannot be used in India authorized representatives) will explain to the Merchant,
NOW THEREFORE it is acknowledged by and concepts, documentation, reports, lists, files, data, or (iv) a damaged or torn card. the manner of proper use of the Equipment and the
agreed between the Parties hereto as follows: specifications, software, source code, object code, flow Merchant shall use and operate the Equipment only in
charts, databases, data files, inventions, information, 2. SCOPE OF THE AGREEMENT: such manner as provided therein. Merchant shall be
1. DEFINITIONS AND INTERPRETATIONS know-how and trade secrets, whether or not patentable or 2.1 Vide execution of the Application Form and this liable to protect the Equipment from loss, theft, damage
Definitions: copyrightable; (13) Data Plan: means the service Agreement, the Merchant offers to receive and, subject to or any legal encumbrance and will allow STPL and its
In addition to the terms defined in the introduction to this provided by a third party that enables the transfer of data acceptance of the offer by STPL and the payment of the designated representatives reasonable access to
Agreement and other parts of this Agreement, wherever over its network. ME is responsible for paying for any relevant fees and charges by the Merchant, the Merchant Premises for their repair, servicing, replacement,
used in this Agreement, unless repugnant to the meaning charges associated with this service. (14) Fees: shall agrees to avail Payment Services on the terms set out in removal, modification, installation and relocation.
or context thereof, the following expressions shall have mean such fee that has been agreed between the Parties this Agreement and agrees to comply with all the terms 2.6 Merchant acknowledges that some Equipment
the meanings set forth below: payable by the Merchant to STPL for Payment Services, and conditions provided in this Agreement and other provided under this Agreement is embedded and/or
(1)Affiliate: in case of a Party being a body corporate, and as detailed in Schedule B hereto; (15) Issuer: applicable laws including but not limited to the Rules, integrated with proprietary technology owned by or
any entity that directly or indirectly controls, is controlled means a licensee of a Card Association issuing a Card; directives, notifications issued by the regulatory licensed to STPL (“Software”). In connection with
by, or is under the common control of that Party; (16) ME Commission / Merchant Discount authorities from time to time. It is hereby clarified that availing the Payment Services, the Merchant hereby
(2)Authentication: shall mean the process by which Rate (MDR): means the commission payable to STPL STPL in its sole discretion reserves the right to accept or agrees to the installation of Software and hardware
Cardholder identification is authenticated in the by Merchant Establishment (“ME”) for facilitating a reject the Merchant’s application. solutions to integrate the Merchant’s billing system with
Processing Mechanism; (3) Authorization: shall Transaction; (17) Mobile Device: means any smart 2.2 Exclusive Provider: The Merchant hereby the Equipment, the costs of which shall be borne solely
mean the process by which the Bank approves a mobile phone or tablet enabled with android or any other agrees and acknowledges that during the Term (as by the Merchant. Merchant shall not obtain title,
Transaction as stipulated by the Issuer from time to time compatible operating system with Bluetooth connectivity defined hereinafter) of this Agreement, the Merchant copyrights or any other proprietary right to any Software.
{i.e whether the Valid Card of the Card Holder has the compatible with the device provided to the ME by STPL; shall avail Payment Services solely from STPL. The At all times, STPL or its licensors retain all rights to such
required credit limit/funds (as the case may be) to make (18) Mobile Point of Sale or mPOS”: means a Payment Services shall be performed by STPL directly or Software, including but not limited to updates,
payments for a Transaction} and includes approval Mobile Device with card-acceptance and software by any of its Affiliates and/or Service Providers. The enhancements and additions. Merchant shall not
delivered on the Equipment at the Premises. An application installed on it; (19) Payment Channels: Affiliates and/or Service Providers may also assist in disclose such Software to any party, convey, copy,
Authorization indicates only the availability of the shall mean the routing mechanism vide which the provision of the Equipment and local support functions in license, sublicense, modify, translate, reverse engineer,
Cardholder’s credit limit at the time the Authorization is Payment Services are rendered in respect of the Payment connection with this Agreement. decompile, disassemble, tamper with, or create any
requested and is not a guarantee that a Transaction is Modes processed on the Equipment; (20) Payment 2.3 Nothing in this Agreement shall prohibit STPL from derivative work based on such Software. Merchant’s use
valid; (4) Bank: means Bank, with whom STPL is the Modes: shall mean payment via credit cards, debit providing services similar to those provided under this of such Software shall be limited to that expressly
Merchant of Record; (5) Batch: means a single cards, pre-paid cards, EMI, UPI, AEPS, Bharat QR, Agreement to others, including competitors of the authorized by STPL. STPL’s licensors are intended third
submission of Transaction(s) for settlement by the Adhaar Pay, MOTO or any other payment mode as Merchant. party beneficiaries of this Agreement to the extent of any
Merchant. A batch usually re-presents a day’s worth of applicable; (21) PADSS: means Payment Application (i) STPL may offer additional services as may be decided terms herein pertaining to such licensors’ ownership
Transactions or Transactions worth between two batches, Data Security Standard Council; (22) PCIDSS: means by STPL from time to time (“Additional Services”), rights. If Merchant provides any software or equipment or
if Merchants are provided with the facility to settle multiple Payment Card Industry Data Security Standards being an to the Merchant. If the Merchant agrees to avail one or utilizes third party system vendors, Merchant is solely
batches during the day; (6) Card: means a credit, debit information security standard defined by the Payment more Additional Services, the terms and conditions of the responsible for all aspects of compatibility, installation,
or any other payment card issued by an Issuer; (7)Card Card Industry Security Standards Council; (23) Point same shall be set forth in writing and considered as an operation, security and systems integrations that will
Association(s): Card Association(s) shall mean any of Sale or POS: means the EDC Terminal at the addendum to this Agreement. For any customization or comply with the Rules and STPL’s processing
of VISA, MasterCard, NPCI, Amex, Maestro, Rupay, Premises, used for accepting the Payment Modes;(24) modification required in Payment Services, the Merchant requirements.
Diners, Discover or any other card association as may be Premises: shall mean the place of business of the ME shall pay per man day or as may be mutually agreed
specified by STPL from time to time; (8) Cash @ as stated in the Application Form; (25)Rules: means between the Parties in writing. The Parties hereby agree 3. PAYMENT SERVICES:
POS/Cash withdrawal @ POS: means payment the rules, bylaws, operating regulations, guidelines, that STPL reserves the right to modify, alter and impose 3.1 STPL facilitates payments made by Customers
of cash by the Merchant to the Card Holder as per the RBI procedures and also amendments, interpretations, or additional terms and conditions as may be decided by through any of the Payment Modes vide the Payment
Guidelines, such guidelines being subject to change from modifications issued by the Payment Gateway Networks, STPL at its sole discretion and the same shall be effective Channels and provides technological and payments
time to time; (9) Card Holder/Customer: means a Card Associations, Reserve Bank of India and any other and binding on the Merchant. support in relation to Transactions, so as to enable
person to whom a Valid Card is issued or who is governmental authorities that govern the usage and 2.4 Branding/Promotion: Merchant shall indicate receipt of such payments by the Merchant. In this regard,
authorized to use that Valid Card and utilizes the same acceptance of Cards or are otherwise applicable to the the Card(s) accepted and display the Card logos, STPL the ME shall procure a Data Plan required to complete
while availing services or products of the Merchant vide Merchant services or Payment Service including but not Trademarks and other materials in its Premises. STPL the Transactions, at its own costs. In the event the SIM
the Payment Services; (10) Charge slip: shall mean limited to PCIDSS; (26) Refund(s): means the grants a nonexclusive, limited, revocable, non-transfer- for the Data Plan is provided by STPL, the Merchant
receipt produced electronically or manually as applicable amount to be repaid by ME to Card Holder for reasons set able and non-sublicensable license to use, display and shall be in compliance with the declaration stated in
by any and all type of POS ie Digital / Paper GPRS and out in Clause 7.2; (27)Service Providers: shall reproduce the Trademarks and logos of STPL solely in Clause 6.1(d) at all times, during the Term of this
Mpos on completion of Authorization of a Valid Card mean banks, financial institutions, white labeled solution connection with the performance of Merchant obligations Agreement.
transaction; (11) Chargeback: shall mean a providers or aggregators, software providers, third party and provisions of the services in accordance with the term 3.2 To enable the provision of Payment Services, the
transaction that refers to the reversal of any transaction service providers and any other person authorized to and conditions of the Agreement. During the Term of this Merchant shall be provided with a ‘merchant
on account of (i) any alleged forgery of the Card or other issue or process payments or any persons acting on their Agreement, Merchant shall make no other use of the code/merchant identification number’ or Terminal
details (ii) any charge/debit made on a Card that has been behalf, and in case of specific MPOS devices/GPRS emblems or Trademarks of any Card Association or STPL Identification number, obtained by STPL directly from the
listed as a hot listed card or otherwise listed on the Card terminals provided by STPL; (28) Trade Marks: without STPL’s prior written consent and shall use these Bank or through its Service Provider.
Association warning bulletins (iii) duplicate processing of means (a) all trademarks and service marks, whether they logos or Trademarks in compliance with the requirements 3.3 The procedure to be followed by ME for every
the Transaction; (iv) any amount required to be refunded are registered, unregistered or pending registration, in of the Rules and the specifications of STPL. Merchant Transaction and the process flow for Authorization and
due to, denial of Transaction by the Customer as wrongly India and/ or the rest of the world, that are owned by, used shall immediately discontinue use of all such Trademarks, settlement of a Transaction is outlined herein
charged payment/ extra payments and/or due to the by or applied for, and includes the trademark and service logos, emblems or names upon (a) direction of STPL; or https://bijlipay.co.in/ The Merchant agrees and

Merchant Signature: ...............................................................................

Please do not pay in cash - Transfer only to company account
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acknowledges that in processing the Transactions, STPL settlement amount less all applicable security deposit, in Clause 5.5 hereto. In the event any security deposit is non-payment of any outstanding amount due to STPL by
shall be entitled to rely upon all electronic communica- Fees, charges and adjustments of any nature and the required to be submitted, the Merchant hereby agrees to the Merchant, then STPL and / or its Affiliates shall have
tions, orders or messages sent to STPL through the Merchant further acknowledges that the settlement deposit the security deposit with STPL, within 3(three) the automatic right to (i) recover such outstanding
Payment Channels and STPL shall not be obligated to amount paid to the Merchant will be subject to working days (a day not being sunday or public holiday) amounts of any nature from the Affiliates / associates /
verify or make further inquiry into the identity of the reconciliation by STPL, its Affiliate or Service Provider. on receipt of written notice from STPL, specifying the group companies of the Merchant and/or ME and/or (ii)
sender, or the message integrity, of any communications, The transfer of the Customer’s payment to the Merchant security deposit amount required to be deposited by the set-off against the amounts under any agreement
orders or messages. The Merchant shall under no by STPL, its Affiliate or Service Provider, for the Payment Merchant. If the Merchant fails to deposit the security executed by STPL with the Affiliates / associates / group
circumstances dispute such reliance by STPL. STPL shall Services, shall be governed by the following terms: deposit within timeline specified by STPL, STPL shall companies of the Merchant and/or ME.
not be bound by or obligated to act, on any electronic a) Subject to applicable law, payments shall be made have the right to forthwith terminate the Agreement at its
communications, orders or messages received on-line, available by STPL, its Affiliate or Service Provider, to the sole discretion without any liability whatsoever. 6. GPRS ENABLED POS FACILITY(IF
from the Merchant or the Customer, which do not properly Merchant after making the following adjustments, Notwithstanding the preceding sub-clause, Merchant APPLICABLE)
utilize the security measures, as may be applicable from deductions and any other deductions in terms of this hereby agrees and acknowledges that STPL, may 6.1 At the request of the Merchant, STPL may provide
time to time. Agreement from the amount of the Transaction (subject allocate the funds for the security deposit from the GPRS enabled POS terminal to the Merchant. The
3.4 As and when STPL, requests for a particular to the limits volumes/limits allowed to the settlement amounts payable by STPL, its Affiliate or rentals/charges mentioned in the Schedule B (as
document, bills/invoices, proof of delivery or any other Merchant): Service Provider, in accordance with the terms of the revised from time to time) would be applicable and
supporting documents, the same shall be handed over to (ii) the consideration/fees, the TDR /MDR along with Agreement. The Merchant hereby agrees and the ME agrees that STPL may debit ME account to
STPL, within two (02) days of the request. If on account of other dues, fees, charges, out of pocket expenses, etc., acknowledges that STPL may use the security deposit to recover the applicable charges for the services.
non-compliance, STPL, or its Affiliate or Service Provider due to STPL in terms of Schedule B of this Agreement or deduct losses, costs, damages or Chargebacks, Refunds, a) If the Merchant defaults in payment of rentals for two
incurs any loss, the same shall be made good by the at any other rates and percentage as amended from time returns, penalties etc suffered or incurred by STPL, its (2) months, STPL reserves the right to
Merchant, inclusive of all charges, interest and costs. to time for all Transactions processed or services Affiliate or Service Provider, due to fraud, misconduct, deactivate/de-install the terminal without any intimation
3.5 Merchant agrees that any charges accepted by rendered such as installation, setup up, maintenances, negligence ,deficiency of service or for any other reason to the Merchant and Merchant shall return the terminal to
Merchant, which prove to be uncollectable, shall be the settlement fees, reports ,Per transaction fee, training fee, including deduction of any kind of outstanding fees the STPL representative or the service provider
exclusive financial responsibility of the Merchant alone. contact center support fees, reconciliation services or payable by the Merchant to STPL its Affiliate or Service authorized by STPL including but not limited to Rush
The Merchant agrees to such charges or the Chargeback any other fees for services rendered from time to time; Provider. It is hereby agreed between the Parties that Hour Couriers (“Rush Hour Couriers”), failing
of such uncollectable charges (as the case may be) by (iii) the sum of all Customer charges denied, refused, or STPL, may in its sole discretion change the terms of the which STPL shall recover the costs of the terminal from
STPL, or its Affiliate or Service Provider without any charged back by the Customer/partner banks; security deposit at any time for any reason upon providing payments due to the Merchant without any notice.
demur or protest. (iv) all costs, charges, expenses, etc., of whatsoever a written intimation to the Merchant. The Merchant agrees b) STPL shall authorize Rush Hour Couriers to collect
3.6 The Merchant acknowledges that STPL, its Affiliate or nature on account of, inquiries, disputes, cancellations that STPL may recover any debit balance or outstanding the outstanding amount from the Merchants of STPL and
Service Provider is entitled to exercise its right to set and/or refunds processed on account of Merchant's amount of any nature from the Merchant’s bank account the Rush Hour Couriers shall issue an acknowledgement
off/lien on the credit value in the account of the Merchant Customer charges and/or Chargebacks (refunds, through NACH/ECS/ACH/Standing Instruction/ of receipt for the collection of the outstanding payment.
or the unsettled transactions in the event of failure by the chargeback recovery shall be done at gross recovering from POS transaction settlements or any other In the event of continued default in payment by the
Merchant in providing necessary, valid proof of amount. If any convenience fees is applicable clearing method. Merchant of amounts due to STPL, then the Rush Hour
Transaction to the retrieval request/Chargeback/suspi- or exchange rate fluctuations, the same shall Couriers shall have the option (subject to consent from
cious Transaction received from the Issuer through the be borne by the Merchant) 5.3 Time of making payments/due date of STPL) to convert the Merchant’s monthly rental plan to
Card Associations. (v) any taxes, including but not limited to, service tax, payment: Upon completion of the Transaction and the advance rental.
3.7 STPL with or without intimation, shall be entitled to education cess, GST, direct & indirect Taxes as may be receipt of funds by STPL, its Affiliate or Service Provider, c) The Merchant agrees to settle the transaction in any
disclose any and all information concerning the applicable, penalties, charges or other items, and where applicable, on receipt of proof of delivery of the case before seven (7) days, failing which the Merchant
Agreement and transactions of the Merchant, within the reimbursable under any of the provisions of this dispatch of the relevant product and/or services of the loses the claim on the unsettled amount. In case the
knowledge and possession of STPL, to any regulator, Agreement, or otherwise, occurring in any manner Merchant, STPL, its Affiliate or Service Provider, shall Merchant is unable to settle the transaction due to
RBI, Card Associations or law enforcement agencies, in whatsoever. deliver payments to the Merchant, to the later of: (i) two software/hardware issues, the Merchant needs to log a
connection with this Agreement. b) STPL, its Affiliate or Service Provider, shall reconcile (02) business days from the date of receipt of funds from complaint with the STPL customer service immediately.
3.8 The Payment Services are provided on an “as is” and the accounts and make payments to the Merchant the Bank or financial institutions, or Service Provider (ii) d) cThe period of unsettled transactions and interchange
“as available” basis. ALL OTHER EXPRESS OR IMPLIED subject to the right of STPL, its Affiliate or Service the maximum period of time for the making of payments are subject to change as per Card
REPRESENTATIONS, WRITTEN OR ORAL, Provider, to withhold payments of the amount arrived at, by STPL, its Affiliate or Service Provider, under extant Associations/BANK/RBI/NPCI etc. and will be notified to
INCLUDING WITHOUT LIMITATION ANY WARRANTY for any charges of Chargeback recovery/debits that may regulations from time to time. Provided however that in the Merchant time to time.
OF MERCHANTABILITY OR FITNESS FOR A be fraudulently incurred/suspicious transactions or for the event this Agreement is under the termination notice e) The Merchant declares, covenants and agrees that it
PARTICULAR PURPOSE, WITH RESPECT TO ANY any reason whatsoever either in terms of this Agreement period, the payments will be only after the expiration of has procured the SIM (SIM
EQUIPMENT AND/OR PAYMENT SERVICES ARE or otherwise to the extent and as permissible under one hundred and twenty (120) business days following #_______________________________________
HEREBY EXCLUDED. applicable law. STPL, its Affiliate or Service Provider, the termination of the Agreement. Service Provider name
shall release such payments withheld for any 5.4 The ME shall at all times maintain an active bank _________________________________) from STPL for
4. FEES FOR PAYMENT SERVICES: charges/debits fraudulently incurred once determined at account for remittance of such settlements and provide the purpose of card payment acceptance through GPRS
4.1 The Merchant agrees to pay to STPL (i) the fees and STPL’s, its Affiliate’s or Service Provider’s, sole information and details thereof as may be requested by device and further that it will refrain from using this SIM
charges (“Fees”) as stipulated in Schedule B discretion that such charge/debit is infact a valid charge STPL. for any other activity. The Merchant shall take full
attached hereto this Agreement, along with any other and STPL, shall not be liable for any penalty/interest on 5.5 The transfer of payments under this Agreement by responsibility for the SIM being lost/damaged and/or
sums including but not limited to, reimbursable expenses account of the same. Merchant shall indemnify STPL, of STPL, its Affiliate or Service Provider, to the Merchant, being misused and/or any other malpractice through this
for the implementation of the Payment Services; (ii) any any losses suffered by STPL, in the event that STPL is due to STPL, its Affiliate or Service Provider, being unable SIM. Merchant shall not hold STPL responsible for any
and all applicable statutory taxes, including without unable to withhold payment in respect of suspected to exercise set-offs against amounts due to STPL, its such activities. Any charges levied on this SIM for a
limitation, any direct or indirect tax; (iii) any additional fees fraudulent charge/debit, provided however that, Affiliate or Service Provider, shall not constitute a waiver purpose other than the purpose mentioned herein will be
or pricing set out in the Transaction. STPL shall be entitled to set-off any such claims against of its rights to recover amounts payable by the Merchant borne by the Merchant.
4.2 STPL shall have the right to vary the Fees specified in the security deposit or to otherwise require the Merchant to STPL, its Affiliate or Service Provider, nor constitute a 6.2 In addition to the covenants set out in Clause 6, all
this Clause 4 at any time after the Execution Date, subject to make corresponding payments to STPL, not later than waiver of its rights to seek indemnities from the Merchant other Merchant terms and covenants stated in the
to prior written intimation to ME, without having to amend two (02) days from the date of the Merchant being for losses suffered by STPL, its Affiliate or Service Agreement shall apply to GPRS facility.
this Agreement or related documents. Utilizing the notified. Provider, for claims permissible under applicable law or 6.3 Cash@POS facility/MATM
Payment Services subsequent to any such revisions to c) Interest: STPL, its Affiliate or Service Provider, shall for any reason, including but not limited to claims on a) At the request of the Merchant STPL may enable the
the Fees shall constitute deemed acceptance of the be entitled to charge interest at the rate of 2% above the grounds of: Cash@POS /MATMfacility in the GPRS POS terminal to
revised Fees by the ME. “prime lending rate” as published by the Reserve Bank of a) Any Transaction is for any reason unlawful, fraudulent, the Merchant. The rentals/charges mentioned in
4.3 Wherein ME leases the Equipment from STPL, ME India or such other charges as notified to ME on collusive, illegal or unenforceable. Schedule B shall be applicable, and the ME agrees that
agrees to pay to STPL (i) the amount set out as rental fees amounts outstanding to STPL, its Affiliate or Service b) Transactions beyond the validity date shown on the STPL may debit ME account to recover the applicable
in Gold plan & Freedom plan:-of the amount received from Provider. Card; charges for the service
the merchant 90% will be offset against one time setup d) The Parties hereby agree and acknowledge that, c) Transactions where the Card is mutilated altered or the b) The Merchant agrees that the Cash@POS/MATM
and installation fee, balance 10% against advance rental irrespective of any payment made by STPL, its Affiliate Card face or signature panel strip is defaced or faded. Transaction will not be split into multiple transactions and
at the frequency stated therein; and (ii) all other fees or Service Provider, to the Merchant, the same shall be d) Transactions received by the Bank after five (5) working will be processed in full as per the limit assigned on the
and/or levies as agreed by ME to be paid to STPL on made, without prejudice to any claims, or rights, that days of its date appearing on the Chargeslip. Card.
account of SMS (short messaging service charges), Bank STPL, its Affiliate or Service Provider, may have, against e) Any information presented electronically to STPL, its c) The Merchant agrees that only Customer cards will be
transfer charges and such other charges levied by STPL. the Merchant and such payments, shall not constitute Affiliate or Service Provider, in respect of the Transaction accepted for doingCash@POS/MATM Transactions and
4.4 Wherein ME procures the SIM for the Data Plan from any admission by STPL, its Affiliate or Service Provider, is not received in accordance with STPL’s its Affiliate’s or no personal cards of the Merchant will be used.
STPL, ME agrees to pay to STPL the amount set out as as to the performance, by the Merchant of its obligations, Service Provider’s requirements as specified from time to d) The Merchant agrees that all the Transactions will be
SIM charges in Schedule B. under this Agreement and the amount payable to the time or Transactions not in conformity with this done during the normal business hours as shared in the
4.5 It is hereby agreed and acknowledged by the Parties Merchant. Agreement. Application Form.
that any Fees charged by STPL shall not be repaid or 5.2 If deemed necessary by STPL, its Affiliate or Service f) Any Transaction is made outside the territory authorized e) If in event the Merchant fails to comply with the
refundable. Provider, the Merchant shall provide such further for the use of such instrument (the authorized conditions stated herein, Merchant understands that the
4.6 STPL shall be entitled to modify the mode of payment assurances, guarantees or security, as required by STPL territory being within India). terminals will be de-activated by STPL and the
/ the payment procedure and shall also be entitled to its Affiliate or Service Provider, from time to time. In the g) vTransaction which is posted more than once to settlement will be released only upon investigation and
modify its payment mechanism, from time to time, in such event any such security deposit is provided, STPL, its Cardholders’ account. proper documentation done with STPL and
manner as it may deem fit. Affiliate or Service Provider, shall have the right, to set off h) Transaction which is doubtful or erroneously paid for, to corresponding bank partner. There will be no incentive
claim amounts, against the said security deposit, in the the Merchant. provided for TID’s in case the Transactions are not done
5. CHARGES AND SETTLEMENT OF event of (i) any material breach of the terms of this 5.6 STPL, its Affiliate or Service Provider, reserves the in accordance to the rules stated above.
ACCOUNTS: Agreement (ii) STPL, its Affiliate or Service Provider, is right to discontinue, with the provision of the Payment
5.1 The Merchant hereby directs and authorizes STPL, to unable to withhold payment in respect of suspected Services and recover such amounts from the Merchant 7. CHARGEBACK AND OTHER DUES:
receive, hold, disburse and settle the Customer charges fraudulent charge/debit or (iii) due to the existence of any and be indemnified in relation to any losses in connection 7.1 STPL, its Affiliate or Service Provider, shall be
in accordance with the provisions of this Agreement. other claims against the Merchant, by STPL, its Affiliate or thereto. entitled and Merchant hereby authorizes STPL, (i) to
STPL shall endeavor to instruct the Bank to transmit the Service Provider, including without limitation as described 5.7 The Merchant / ME hereby agrees that in the event of debit to the Merchant ID or bank account of the

Merchant Signature: ...............................................................................

Please do not pay in cash - Transfer only to company account
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Merchant; (ii) recover from Transaction settlements or POS and the Payment Modes is maintained at all times; b) Note down, export data pertaining to daily Any rental fees paid towards lease of Equipment (as
Card collections from time to time; or(iii) to bill ME for the (ix) it shall not describe itself as an agent or representative Transactions as a report for accounting purposes; advance or otherwise), as on the effective date of
relevant amounts or any parts thereof and to pay the of STPL its Affiliate or Service Provider; c) Retain all Transaction data for a minimum period of termination, shall stand forfeited in its entirety (iii) the SIM
same without any demur or protest, to recover any (x) STPL its Affiliate or Service Provider shall not be a twelve months and provide in such form and manner as procured from STPL shall be returned immediately to
amounts due from it or incurred by STPL, its Affiliate or party to any agreement(s), assurance(s) or undertaking(s) may be required by STPL or its Affiliate or Service STPL and deactivated at Merchant’s expense or in the
Service Provider, on account of the following: between the Customers and Merchant in any manner Provider, or Bank from time to time, information and event the SIM is lost, the ME shall pay the costs for
(i) Chargeback of Transactions; or whatsoever. related documentation in respect of Transactions; replacing the same; (iv) All Confidential Information
(ii) Any penalties, charges/fees, consequential loss or (xi) it shall use the Payment Services only for POS and i) While presenting any Transaction information, certify to issued by the Parties from time to time in respect of this
claims including but not limited to legal claims that may be MPOS and product/service categories approved by STPL, its Affiliate, Service Provider, or Bank that (i) all Agreement shall be returned to the other or destroyed by
made against STPL, by Service Provider, Customers or STPL, under this Agreement and for no other products or statements of facts contained therein are true and each of the Parties. However, STPL shall preserve
regulatory authorities for any other reason than a breach services. It shall at all times during the subsistence of this complete in all respects, (ii) ME has supplied goods and documents, data and information in accordance with the
of this Agreement by STPL. These amounts shall include Agreement observe and comply with all applicable laws, /or services to which the Transaction information relates legal/ regulatory obligations of STPL in this regard; (v)
without limitation any costs arising as a result of excessive Rules and regulations in each applicable jurisdiction; and to the value stated therein and at a price not greater Licenses granted by STPL to the Merchant shall cease
Chargeback of Transactions or failure of Transactions or (xii) Merchant will not split a single Transaction into or not less favorable than the same price and terms at and forthwith; (vi) Merchant acknowledges that it shall honour
Customer disputes. multiple transactions; on which such goods and /or services are supplied by ME all Transactions until the Agreement is in force unless
(xiii) It shall not accept Card transaction for: a) Goods for cash, (iii) the Transaction information pertaining to specifically suspended by STPL; and (vii) Merchant will be
7.2 Refunds and/or services that are prohibited by law. b) Goods and each sale has been supplied only once, and (iv) that the liable for any future Chargebacks that may arise
a) In the event that (i) any goods/services are not received or/services outside the description of ME’s Business. sale of such goods and /or services are not unlawful. subsequent to the termination of the Agreement, on
by a Card Holder, or (ii) any goods/services are rejected (xiv) ME shall a) honour a Valid Card when presented for j) In the event Equipment is leased by STPL, accept that account of Merchant Transactions. The Merchant shall
pursuant to non-compliance by the ME, or (iii) any a Transaction and must not favour any one type of Card; any decision to remove the Equipment for misrepresenta- provide necessary documentation related to Transactions
goods/services rejected pursuant to any terms of contract b) Not engage in any practices or procedures that tion or non-performance (which shall rest entirely at the done by Merchant post termination upto a period of
between the ME and the Card Holder, or (iv) any discriminates against, or discourages the use of Valid discretion of STPL) and ME shall immediately return the fifteen (15) months in case of Customer disputes,
goods/services are otherwise lawfully rejected or (v) Cards whether in favour of cash or any other competing Equipment to STPL or its Affiliate or Service Provider or failing which the Merchant will indemnify STPL, its
goods are accepted for return and/or services paid for by card brand; c) Not levy any service charges on the Bank upon request. Affiliate, or Service Provider towards such Transaction
the Card Holder are not performed or are cancelled by the Cardholder for the use of the Card; d) Not place any loss.
ME or (vi) the price is lawfully disputed by the Card Holder minimum limit on the transaction to accept a Valid Card 8.4 Customer Handling 10.5 Termination of this Agreement shall not affect any
or the price adjustment is disputed by the ME, the ME unless if the same is a regulatory/Card Association or ME shall: accrued rights or liabilities of either Party nor shall it
shall refund such amounts to the Card Holder, within any other governing body Rule(s). a) Undertake all responsibilities and not dispute for any affect the coming into force or the continuance in force of
fourteen (14) working days from the date of claim. (xv) Merchant shall not use Card for working capital reason, to follow all the instructions provided by STPL with any provision of this Agreement which is expressly or by
b) Cash and other means of refunds for a Card sale are usage and shall not dispense cash against Card usage. respect to verification of the Card Holder and/or the implication intended to come into or continue in force on
strictly prohibited and any Refund must be paid to the (xvi) the application/software for completing POS Transactions. or after such termination including, without limitation,
same Card account used for the sale Transaction within transaction is current and meets the requirements issued b) Deliver to the Card Holder a true electronic/physical Clause 4 (Fees for Payment Services), Clause 5
Fourteen (14) working days. by STPL or the Service Providers of STPL. copy of the Chargeslip; (Charges and Settlement of Accounts), Clause 7
c) Notwithstanding sub-clause (a) above STPL, its Affiliate (xvii) that the Card of the ME or that of its blood relatives c) If a Card is left behind by the Card Holder on the ME's (Chargeback and other dues), Clause 8 (Representa-
or Service Provider, or acquiring Bank may in its absolute (in the event the ME is an individual) is not used in its premises: tions and Warranties), Clause 10.4 (Consequences of
discretion instruct the Bank to adjust all such amounts own Mpos/POS services i Return it to the Card Holder subject to receiving the Card termination), Clause 11 (Confidentiality), Clause 13
from the amount payable to ME or provide for such other (xviii) white plastics/card without logo of Bank/Master- Holder's request in writing supported by evidence of (Indemnification), Clause 15 (Limitation of Liability),
procedure, for Refund, in writing, as STPL, its Affiliate or Card/Visa/Rupay/Amex/ Diners/Discover shall not be identification; or (ii) Hand it over to STPL its Affiliate or Clause 16 (Non-solicitation), Clause 19 (Miscellaneous)
Service Provider, or acquiring Bank may deem fit from accepted. Service Provider, or Bank, within three (3) working days, of this Agreement.
time to time. (xix) sensitive personal identification data shall not be in absence of such request and evidence.
accepted through unsecured mode. 11. CONFIDENTIALITY:
8. REPRESENTATIONS, WARRANTIES AND (xx) It shall ensure that the Equipment and/or the SIM (if 9. USE OF INFORMATION: 11.1 Each Party acknowledges and agrees that in
COVENANTS procured by the Merchant from STPL) is/are not 9.1 The Merchant undertakes that, STPL (either on its connection with this Agreement, the receiving Party shall
8.1 STPL represents and warrants that: damaged/lost/misplaced. Merchant is liable to pay the own or through its representatives / service providers / not disclose to any third Party any Confidential
(i) it is duly organized and validly existing and is duly cost of the device and/or SIM including the penalty to vendors) shall use, store, dispose and process personal Information of the disclosing Party that it may have
qualified, including for undertaking the transactions STPL/Service Provider, the actual amount to be paid will information (including card holder information) of access to during and in connection with its performance
contemplated by this Agreement; and be determined by STPL at the time of occurrence of the Customers / Merchants and such proprietary information of obligations hereunder.
(ii) it has all the requisite power, including corporate power issue. shall be stored and used only in accordance with the 11.2 Merchant shall ensure that that neither the Merchant
and authority to enter into this Agreement, to perform its (xxi) Each statement made on the Application Form and Applicable Laws. nor any of its employees are privy to any information
obligations thereunder and to consummate the any documents provided in support thereof are true as of 9.2 The Merchant hereby expressly consents to the (i) use relating to Customer details and information relating to
transaction contemplated hereby. the Execution Date. of information by the third party service providers of STPL; passwords/pins and other private matters in respect of
8.2 Merchant represents, warrants and (xxii) There have been no materially adverse changes in and/or (b) disclosure of information to the third party the Payment Services and shall not store, use or
covenants that: information provided in the Application Form or in service providers of STPL, subject to compliance with disclose the name of the Card Holder or other
(i) it has full capacity, power and authority to enter into this Merchant’s financial condition, or management. Applicable Law. Confidential Information unless such disclosure is
Agreement and has already taken and will continue to (xxiii) Merchant does not do business under a trade compelled by applicable law and in adherence with the
take all necessary and further actions, (including name or style not previously disclosed in writing, and 10. TERM AND TERMINATION: relevant data security policies set by any of the
where applicable without limitation obtaining of there has been no change in the nature of Merchant’s 10.1 This Agreement shall be effective as of the Execution regulatory commissions, as mandated by the
all governmental and other necessary Business or the product lines that Merchant sells not Date and shall remain in force for a period of one (01) year Government of India.
approvals / consents / licenses in all applicable previously disclosed; thereafter (the “Initial Term”). The Initial Term shall 11.3 The ME agrees and undertakes that it shall (i)
jurisdictions) and to authorize the execution, delivery (xxiv) The Transaction is genuine and arises from a bona automatically be renewed and shall extend for successive maintain confidentiality of all information disclosed
and performance of this Agreement; fide sale of merchandise or services by Merchant, twelve (12) month terms (each a “Renewal Term” hereunder by STPL its Affiliate, Service Provider and /or
(ii) This Agreement is a legal and binding obligation of ME represents a valid obligation for the amount shown on and all such Renewal Terms together with the Initial Term, Customer including but not limited to Confidential
and is enforceable against the ME in accordance with its the Chargeslip and does not involve the use of the Card the “Term”), commencing at the conclusion of the Initial Information; (ii) take all steps to protect the integrity of
terms. for any other purpose; Term or any Renewal Term, unless either Party gives the Confidential Information and protect against any
(iii) it conducts its Business as set out in the Application (xxv) Merchant has title to the Transaction and other written notice at least thirty (30) days prior to the unauthorized disclosure thereof; (iii) promptly inform
Form; Chargeslip, there are no liens or other encumbrances on conclusion of the Initial Term or the then current Renewal STPL its Affiliate, Service Provider and/or Card Holder in
(iv) services provided hereunder may involve third party it, and Merchant has the authority to convey the Term, as the case may be, that the Agreement will not be the event of breach of this obligation and take all steps
providers like banks, payment processors, merchant Transaction for processing; renewed, failing which the Agreement shall be deemed necessary to retrieve and protect the Confidential
acquirers etc and it shall comply with all Rules stipulated (xxvi) The Transaction is not subject to any dispute, renewed automatically. Information and prevent further disclosure; (iv) Ensure
by such parties and as supplied by STPL from time to set-off or counterclaim; 10.2 This Agreement may be terminated by STPL by that employees and representatives have access on a
time. (xxvii) The Transaction has not been previously giving thirty days (30) days prior notice in writing to the need to know basis and are subject to the same
(v) it shall not use the Payment Services in any manner, or presented for processing Merchant without being required to assign or give any confidentiality obligations herein; (v) use the Confidential
in furtherance of any activity, which constitutes a violation (xxviii) Each statement on the Transaction receipt is true, reasons. Information solely for the purposes of this Agreement
of any law or regulation or Rules or which may result in and Merchant has no knowledge of facts that would 10.3 STPL reserves the right to terminate the Agreement and not profit from the same in any unauthorized
fraud on any person or which may cause STPL, its Affiliate impair the validity or collectability of the amount of the with immediate effect (i) in case of fraud (including manner; (vi) ensure that the payment application
or Service Provider, to be subject to investigation, Transaction suspected fraud), facilitation of suspicious software version used for processing Card payments is
prosecution or legal action. In the event of any suspected (xxix) It shall inform STPL of any claims it receives in Transaction; (ii) if the Merchant has breached any of the PADSS approved and other global security standards for
fraud, STPL shall have the rights to suspend all payments respect of the Transactions or any other matter arising representations, warranties, terms and covenants of the card present transactions.
under this Agreement to the ME, pending enquiry by out of this Agreement and shall provide all details as Agreement and has failed to cure such breach within thirty 11.4 Each Party acknowledges that monetary damages
STPL; requested by STPL and shall not compromise or (30) days of notice of breach; (iii) if the ME becomes may not be a sufficient remedy for unauthorized
(vi) it shall provide all assistance as may be necessary to otherwise deal with the same without prior written bankrupt, insolvent or is likely to become so (at the sole disclosure of any Confidential Information / materials and
STPL for the prevention and detection of fraud in the consent of STPL. Notwithstanding the preceding determination of STPL); (iv) material adverse that the disclosing party shall be entitled, without waiving
operation of the Equipment; statement, Merchant acknowledges that STPL shall be change in Merchant’s financial condition; (v) if there is no any other rights or remedies, to such injunctive or
(vii) it shall comply with all data protection laws and under no obligation to provide any assistance to the ME Transaction activity by the ME for a period of three (3) equitable relief as may be deemed proper. The
policies, disclose its privacy policy on the website and in respect of the claim, unless mandated by applicable months or more; or (vi) if the Chargeback in any month confidentiality obligations herein shall survive the
ensure that it conducts its business in accordance with the laws. crosses 0.03% of total Transaction value of that month. termination of this Agreement.
same; 10.4 Consequences of Termination: Upon
(viii) it shall take all such precautions as may be feasible 8.3 Transaction Handling termination of this Agreement (i) all Equipment leased or 12. INTELLECTUAL PROPERTY:
or as may be directed by STPL, its Affiliate or Service ME shall: rented from STPL shall be returned immediately to STPL 12.1 Merchant acknowledges and agrees that STPL
Provider,to ensure that there is no breach of security and a) Enter into Transactions only in Indian Rupees unless at Merchant’s expense or in the event any Equipment is owns or has the right to use all the intellectual property
that the integrity of the link between Payment Channels, otherwise permitted by Bank/ STPL in advance in writing; lost, the ME shall pay the costs for replacing the same; (ii) incorporated in the Software and associated with the

Merchant Signature: ...............................................................................

Please do not pay in cash - Transfer only to company account
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Payment Services. This Agreement does not grant the 14.3 Without prejudice to any other provision of this of the Third Party Agreements will apply on a back to affected will use commercially reasonable efforts to
Merchant any rights to, or in, patents, copyrights, trade Agreement, STPL does not warrant that: back basis to the Merchant, as if, it were a party thereto minimize the delay caused by the Force Majeure Event
secrets, trade names, trademarks (whether (a) the Payment Services or business associates or in place of STPL. All liabilities and obligations set out in and recommence the affected performance. If a Force
registered or unregistered), or any other rights or merchant acquirer’s or Service Provider’s Payment the Third Party Agreements shall be deemed to be Majeure Event prevents, hinders or delays the Merchant’s
licenses in respect of the Software, Equipment or in Channels will be provided ‘uninterrupted’ or ‘free from any liabilities and obligations of the Merchant. Merchant shall ability to perform its obligations under this Agreement for
relation to the Payment Services, other than as specified errors’; or hold harmless and indemnify STPL against any claims thirty (30) consecutive days or more, then STPL may
in this Agreement. (b) the Payment Services are free from any virus, Trojan that may arise from the Third Party Agreements entered terminate this Agreement immediately upon written
12.2 Merchant shall not access any part of the Software or other malicious, destructive or corrupting code, by STPL. notice. In the event of such termination, the Parties shall
and/or Equipment, in order to build a product or service program or macro. follow the procedures laid down under Clause 10.4 of this
which competes with the Software, Equipment and/or the 14.4 STPL reserves the right to make changes, 18. PROHIBITED PRODUCTS & SERVICES: Agreement.
businesses of STPL. enhancements, and/or modifications, due to mandatory, 18.1 The Merchant hereby expressly agrees not to directly 19.5 Rights, Remedies and Waiver:
12.3 The Merchant grants STPL a nonexclusive, royalty or regulatory or periodic requirements, applicable to the or indirectly deal in such product(s) or service(s) in All rights and remedies hereunder shall be cumulative
free license to use, display and reproduce the Trademarks Payment Services from time to time in such manner as it restricted categories as provided by STPL, at any time and may be exercised singularly or concurrently. If either
and logos of the Merchant solely in connection with the may deem necessary or appropriate for the provision of during the subsistence of this Agreement including but not Party fails to perform its obligations under any provision
marketing of the services and provisions of the services in the Payment Services by providing notice to the Merchant limited to the categories set out in Schedule A Visit of this Agreement and if the other Party does not enforce
accordance with the terms and conditions of the of the same. Merchant agrees to comply with the www.bijlipay.co.in Without prejudice whatsoever to such provision then, failure to enforce on that occasion
Agreement. The Merchant hereby confirms that the directions and/or instructions issued by STPL, its Affiliate, STPL’s other rights and privileges, the Merchant binds shall not prevent enforcement on later occasions.
Merchant has the requisite right to use the said or Service Provider to suitably modify/upgrade the himself unequivocally to be solely liable for including but 19.6 Governing Law, Jurisdiction and
Trademarks and logos and to grant permission to use the Merchant’s systems to comply with the standards of the not limited to any legal actions and suits, and to make Dispute Resolution:
same by STPL its Affiliate, or Service Provider. Payment Channels (then in force) and the standards good to STPL, immediately upon demand, damages This Agreement shall be governed by and construed in
12.4 Merchant agrees and acknowledges that the applicable to the Payment Services. If so requested by the suffered by STPL directly/indirectly or owing to claims by accordance with the laws in India. The Parties agree to
Merchant shall indemnify STPL against any losses or Merchant, STPL shall provide such additional services to any third party, levy of assessment fees or fines, penal submit to the exclusive jurisdiction of the courts located
damages incurred by STPL its Affiliate, or Service the Merchant to suitably modify/upgrade the Merchant’s actions taken by Card Associations, the Reserve Bank of in Chennai, India as regards any claims or matters
Provider due to any third party claims for infringement of systems and the Merchant agrees to pay STPL such India and any other statutory or competent authorities for arising under or in relation to the terms and conditions of
the intellectual property right in relation to (i) the license additional charges as STPL deems fit in this regard. any breach of any terms of this Agreement. this Agreement. The Parties hereto will endeavor to settle
granted by the Merchant hereinabove; and (ii)Merchant’s amicably by mutual discussion any disputes, differences
products or services offered for sale. 15. LIMITATION OF LIABILITY: 19. MISCELLANEOUS: or claims whatsoever, related to this Agreement or
15.1 In no event shall STPL be liable, whether in contract 19.1 Entire Agreement: arising on account of this Agreement. Failing such
13. INDEMNIFICATION: or in tort or otherwise for special, punitive, indirect or This Agreement with all its Schedules comprise the final amicable settlement, any dispute shall be settled by
13.1 Notwithstanding anything contained in this consequential damages, including without limitation, loss understanding of the Parties relating to the subject matter arbitration by a single arbitrator who shall be appointed
Agreement the Merchant hereby undertakes and agrees of profits or revenue arising for anticipated sales under or hereof and cancels all prior discussion or agreements, by STPL. The Arbitration and Conciliation Act, 1996 as
to indemnify and hold harmless STPL and its directors, in connection with this Agreement or the cost of whether written or oral, between the Parties. Any amended from time to time shall govern the arbitration
Affiliates, representative, business associates, Service procurement of substitute services or for any costs or modification of or amendment to this Agreement, shall be proceedings. The jurisdiction for the purpose of
Provider, employees and agents against all actions, expenses, expenditure, investments or other effective upon a notification to the Merchant by email, or conducting arbitration proceedings or otherwise any
proceedings, claims, liabilities (including statutory commitments made in reliance upon or otherwise in any other mode of communication as agreed between the proceedings before the courts shall always be that of
liabilities), penalties, demands and costs (including connection with or arising out of this agreement, under Parties. Chennai, India. The arbitral procedure shall be
without limitation, legal costs of STPL, on a statute, in equity, at law or otherwise, whether or not the 19.2 Severability: conducted in the English language and any award or
solicitor / attorney and own client basis), awards, party has been advised of possibility of such damage. If any provision of this Agreement is determined to be awards shall be rendered in English.
damages, losses and/or expenses however arising 15.2 Notwithstanding any other term of this Agreement or unenforceable in whole or in part thereof for any reason, 19.7 Notices: Any notice or notification in connection
directly or indirectly as a result of: any damages that may be incurred by the Merchant for then such provision or part thereof, shall to that extent be with this Agreement shall be in writing and any notice or
(i) any claim or proceeding brought by the Customer or any reason whatsoever, the entire liability of STPL under deemed deleted from this Agreement and the legality, other written communication pursuant hereto shall be
any other person against STPL its Affiliate, or Service this Agreement, shall be limited to an amount not validity and enforceability of the remaining provisions of signed by the Party issuing the same and shall be
Provider in respect of any services offered by the exceeding the net earning received from the Merchant this Agreement shall not be in any way be affected addressed to STPL, or the Merchant at their respective
Merchant; for the Payment Services for the week immediately thereby and any act of omission/commission of the addresses mentioned hereinabove or to such other
(ii) any negligent act of Merchant’s agents, employees, preceding the date of such proven claim/demands. Parties hereto done prior to the provisions being held address as the concerned Party may inform the other
licensees or Customers; unenforceable shall be deemed to be valid and/or binding Party in accordance with the provisions of this
(iii) any fines, penalties or interest imposed directly or 16. NON-SOLICITATION: on the other. Agreement.
indirectly on STPL, its Affiliate, or Service Provider on Merchant agrees that during the Term of this Agreement 19.3 Assignment: (a) Any notice, direction or instruction given under this
account of Merchant’s services or Transactions and for a period of two (2) years thereafter, it shall not, This Agreement will bind the successors and permitted Agreement shall be in writing and delivered by hand,
conducted through Merchant under this Agreement; and without the prior written approval of STPL hire or enter assigns of the Parties hereto and the Merchant will notify registered post, courier, cable, facsimile or telex to:
(iv) breach of any of terms and conditions of this into a contract with any employee, agent or and obtain prior consent from STPL before assignment of If to STPL: to the address as specified hereinabove.
Agreement by the Merchant, its agents, employees or representative of STPL to provide services to the this Agreement (whether by operation of law,
representatives. Merchant or, directly or indirectly, induce or attempt to contract or otherwise). The rights under this If to Merchant: to the Address as specified in the
induce or otherwise counsel, discuss, advise or Agreement granted to the Merchant are not assignable or Application Form.
14. NO WARRANTY: encourage any employee, consultant, agent or transferable without the prior approval of STPL. STPL (b) Nothing in the aforesaid clauses shall affect any
14.1 The Merchant also acknowledges that the services representative of STPL to leave or otherwise terminate shall be entitled to assign or transfer its rights and communication given by way of the internet or other
provided by the Service Providers, business associates or such person’s relationship with STPL. obligations under this Agreement to any other entity. electronic medium as otherwise provided in this
merchant acquirer to STPL, which is passed on to the 19.4 Force Majeure. Neither Party will be liable for Agreement for the purpose of rendering the services.
Merchant under this Agreement, can be in any event be 17. APPLICATION OF THIRD PARTY any delay or failure in performing its obligations hereunder 19.8 Counterparts:
brought to an abrupt end by the Service Providers, AGREEMENTS: that is due to an act of God, act of governmental body or The Parties may execute this Agreement in counterparts
business associates or merchant acquirer for any reason STPL has entered into definitive agreements with the military authority, fire, explosion, flood, epidemic, riot or and each fully executed counterpart shall be deemed an
whatsoever, and in such an event the Payment Services Service Provider in connection with and to facilitate the civil disturbance, war, act of terrorism, sabotage, original. Each Party hereto will receive by delivery or
to the Merchant will in turn be terminated without STPL provision of the Payment Services set out herein accidents, insurrections, blockades, embargoes, storms facsimile transmission or e-mail transmission a duplicate
having to be given any reason whatsoever. including but not limited to (i) Service Provider or similar event beyond the reasonable control of the original of the Agreement executed by each Party and
14.2 STPL’s sole obligation and the Merchant‘s sole and Agreement(ii) Payment and Collection Management non-performing Party (each, a "Force Majeure each Party agrees that the delivery of the Agreement by
exclusive remedy in the event of interruption to the Agreement (iii) Payment & Facilitation Services Event"). Upon the occurrence of a Force Majeure facsimile transmission or e-mail transmission will be
Payment Services or loss of use and/or access to the Agreement (iv) Merchant Acquiring/Services Agreement Event, the Party whose performance is affected will give deemed to be an original of the Agreement so
merchant acquirers or business associate or Service (v) Payment Acceptance Agreement for Cards; (vi) other written notice to the other Party describing the affected transmitted. The delivery of signed counterparts by
Providers’ Payment Channels and services, shall be, to payment acceptance or collection solutions agreements performance. The Parties will promptly confer, in good facsimile transmission or electronic mail in ‘portable
use all reasonable endeavors to restore the Payment (collectively the “Third Party Agreements”). faith, to agree upon equitable and reasonable action to document format’ (‘.pdf’) shall be as effective as signing
Services and/or access to the Payment Channel as soon Merchant acknowledges the terms of the Third Party minimize the impact of the condition on both Parties. The
as reasonably possible. Agreements and further explicitly agrees that the terms Parties agree that the Party whose performance is

IN WITNESS WHEREOF, the Parties here to have caused this Agreement to be executed by their respective duly authorized officers as of the date first above
written.

For and on behalf of For and on behalf of

SKILWORTH TECHNOLOGIES PRIVATE LIMITED MERCHANT

_______________________________________________________________ _________________________________________________________________

Name: Name:

Designation: Chief Executive O er. Designation: Director

Date: Date:

Please do not pay in cash - Transfer only to company account

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