Scope of Services
1.1 DigitalRupay and the Merchant have entered into the DigitalRupay Master Agreement for the provision of the Services (as defined under the Master Agreement) by DigitalRupay to the Merchant. As a part of the Services rendered by DigitalRupay to the Merchant, DigitalRupay shall provide a payment gateway facility to the Merchant by onboarding the Merchant on Digitalrupay platform in relation to processing of payments made by Customers to Merchant for purchase of products/services through the Merchant Website (“Payment Gateway Services”) or subdomains created by Digitalrupay on Merchant company name
1.2 In relation to the provision of the Payment Gateway Services, DigitalRupay has entered into agreements with Master Payment Gateway Service provider who is in agreement with various banks and financial institutions (“Acquiring Banks”) to offer payment facilities through the Internet, including net banking facilities and providing authorization (from third party clearinghouse networks) and settlement facilities in respect of payment instructions initiated by the Customers on the Merchant Website.
1.3 DigitalRupay will act as an intermediary by creating a link between the Merchant Website and the respective Master Payment Gateway service provider for enabling the Customers to make payments on the Merchant Website for using the payment mechanisms specified on the Merchant Website. In this regard DigitalRupay’s Master Paymentgateway provider has obtained all necessary licenses, registrations, permissions and authorizations in accordance with applicable laws including but not limited to authorizations from the RBI.
1.4 It is hereby clarified that the Merchant is bound by the terms of the Master Agreement in addition to the terms of this Schedule in relation to the Payment Gateway Services provided by DigitalRupay.
1.5 The Merchant shall disclose the exact business category/business sub-category for which the Merchant will be using the Payment Gateway Services rendered by DigitalRupay and shall only avail the Payment Gateway Services through its designated Merchant Website. In order to use the Payment Gateway Services for any other purpose, the Merchant understands and acknowledges that it shall notify DigitalRupay in writing of such change and such change will be subject to approval by DigitalRupay.
1.6 The Merchant understands that in order to avail the Payment Gateway Services, the Merchant must be approved by and registered with DigitalRupay, The Master Payment Gateway Service provider will verify with the Acquiring Banks and Nodal Bank (as defined below). The Merchant shall provide DigitalRupay with all such documents as required by DigitalRupay to register the Merchant with DigitalRupay and its Master Payment gateway service provider, the Acquiring Banks and Nodal Bank. The Merchant further understands and acknowledges that DigitalRupay, The Master Payment gateway service provider, the Acquiring Banks and Nodal Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the Payment Gateway Services.
II. Authentication and Authorization by Acquiring Bank
2.1 The Acquiring Bank will authenticate, authorize, and process the payment instructions given by the Customers on the Merchant Website in respect of the transactions upon fulfillment of valid criteria as set forth by the Acquiring Banks from time to time and accordingly transfer such approved transaction amount (“Customer Charge”) from the Customer bank account to the nodal account maintained by Main Payment Gateway Service provider in accordance with the RBI guidelines with the Nodal Bank
2.2 The Merchant understands that DigitalRupay/Main payment Gateway Service provider and/or the Acquiring Banks 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 banned items, use of compromised debit/credit cards, use of blacklisted/banned cards or in accordance with the RBI, Acquiring Banks, issuing bank and/or card association rules, guidelines, regulations, etc. and any other laws, rules, regulations, guidelines in force in India, etc.
2.3 The Merchant acknowledges that as a risk management tool, DigitalRupay/ Main payment Gateway Service provider and/or the Acquiring Banks reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. It is hereby clarified that 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 debit/credit card or net banking account during any time period, rejection of payment in respect of a transaction from Customers with a prior history of questionable charges, unusual monetary value of transaction, etc. Further, as a security measure, DigitalRupay/ Main payment Gateway Service provider 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.
3.1 In consideration of the Payment Gateway Services rendered by DigitalRupay through its payment gateway service provider to the Merchant in accordance with the terms of the Master Agreement read with this Schedule, the Merchant shall pay to DigitalRupay a fee that is more specifically detailed at the time of onboarding process.
3.2 The Fee payable by the Merchant to DigitalRupay/ Main payment Gateway Service provider shall be deducted from the Customer Charge payable to the Merchant in respect of each completed transaction. DigitalRupay reserves the right to revise the Fee payable in the event of any revision in the rates charges by the Acquiring Bank or card associations or guidelines issued by the RBI from time to time.
3.3 It is hereby agreed and acknowledged by the Parties that the Fee charged by DigitalRupay in respect of a transaction that has been confirmed shall not be returned or repaid by DigitalRupay to the Merchant or any other person irrespective of the Customer Charge being rejected, chargeback, refunded or disputed.
IV. Security Deposit
4.1 The Merchant hereby agrees and acknowledges that DigitalRupay may from time to time, require the Merchant to deposit with DigitalRupay a refundable security deposit (“Security Deposit”) (which may be subject to escalation at the discretion of DigitalRupay) to be held as reserve in order to secure the performance of the Merchant’s obligations under the Transaction Document.
4.2 The Merchant hereby agrees to deposit the Security Deposit with DigitalRupay within 5 (five) Business Days of receipt of a written notice from DigitalRupay specifying the Security Deposit amount required to be deposited by the Merchant. In the event, the Merchant fails to deposit the Security Deposit within the timelines specified by DigitalRupay, DigitalRupay shall have the right to forthwith terminate the Master Agreement and/or the performance of the Payment Gateway Services at its sole discretion, without any liability whatsoever. For the purposes of the Transaction Documents, the term “Business Day” shall mean (except where otherwise indicated) a day, not being a Sunday or a public holiday, on which banks are open for the transaction of normal banking business in Mumbai.
4.3 Notwithstanding, the Merchant hereby agrees and acknowledges that DigitalRupay may fund the Security Deposit from the Settlement Amount payable by DigitalRupay to the Merchant in accordance with the terms of paragraph 5.2 below, upon serving a prior written intimation to the Merchant.
4.4 The Security Deposit will be in an amount as reasonably determined by DigitalRupay to cover including but not limited to anticipated chargebacks, returns, unshipped products and/or unfulfilled services or credit risk based on the Merchants processing history and risk assessment or such amount designated by DigitalRupay.
4.5 The Merchant hereby agrees and acknowledges that DigitalRupay may use the Security Deposit to deduct losses, costs, damages or chargeback, returns, penalties, etc. suffered or incurred by the Customers, DigitalRupay, and/or the Acquiring Banks, inter alia, due to fraud, misconduct, negligence or deficiency of service or for any other reason including deduction of any kind of outstanding Fees payable by the Merchant to DigitalRupay.
4.6 Further, the DigitalRupay at its sole discretion may return Security Deposit to the Merchant upon termination of services, provided that there is no pending disputes and /or outstanding amount payable by the Merchant to DigitalRupay or its Payment Gateway Facilitators or the Acquiring Bank.
4.7 The Merchant agrees to replenish the above mentioned deposit by such amounts as may be requested by DigitalRupay from time to time.
4.6 It is hereby agreed between the Parties that DigitalRupay may in its sole discretion, change the terms of the Security Deposit at any time for any reason based on Merchant’s payment processing history or as requested by Acquiring Banks, upon providing a prior written intimation to the Merchant, specifying the reasons for such change in the Security Deposit.
V. Payment and Settlement
5.1 The Merchant hereby directs and authorizes DigitalRupay to receive, hold, disburse and settle the Customer Charge in accordance with and subject to the provisions of the Master Agreement and this Schedule. The Merchant shall maintain all necessary records in relation to the delivery of the products/services to a Customer and shall provide DigitalRupay proof of such delivery, as and when requested by DigitalRupay.
5.2 DigitalRupay shall endeavor to instruct the Nodal Bank to transmit the Customer Charge less the Fee (“Settlement Amount”) from the Nodal Account to the Merchant’s bank account within the time period prescribed by RBI commencing from date of completion of transaction, subject to the delivery of the products/services to the Customer.
5.3 The Merchant further acknowledges that transmission of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation of the Customer Charge by the Acquiring Banks, DigitalRupay and the Nodal Bank after actual receipt of Customer Charge in the Nodal Account.
5.4 The Merchant hereby agrees that all payments with respect to refunds and chargebacks shall be the sole responsibility of the Merchant and DigitalRupay shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or chargebacks to the Merchant or the Customer. The Merchant agrees to indemnify DigitalRupay in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or chargebacks for all transactions initiated and instructed through the Merchant Website.
5.5 Notwithstanding anything contained anywhere in this Agreement, the Merchant hereby fully confirms and agrees that DigitalRupay, Acquiring Bank and Nodal Bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous transaction, chargeback, refund, fraud, suspicious activities, card authentication and authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, transaction related issues, issues related to delivery, Customer Charge or product/service, if the transaction was not made in accordance with the requirements of DigitalRupay and/or the Acquiring Banks and/or card association.
5.6 In the event of rejection of payment with respect to Customer Charge, chargeback, refunds or other outstanding amounts due to DigitalRupay and/or the Customer by the Merchant, DigitalRupay reserves the right to reverse the credit given to the Merchant bank account or set-off the payment amount rejected, chargeback or refunded or the outstanding amount against Settlement Amount payable to the Merchant. DigitalRupay shall have the right deduct the payment amount due from future Settlement Amounts payable to the Merchant with respect to subsequent transactions.
5.7 All Settlement Amount due to the Merchant may be suspended or delayed till such time as DigitalRupay, the Acquiring Banks and/or Nodal Bank deems fit, if (a) the Merchant or its Customer or a third party commits any fraud or violates any law or legal requirement; (b) DigitalRupay and/or the Acquiring Banks have reasons to believe that a fraud has been committed against the Customers, DigitalRupay, Acquiring Banks or any third party by the Merchant, its Customers, or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated; (c) the Merchant has excessive pending Chargebacks or poses high chargeback and/or refund risk; (d) continuous non-delivery or delayed delivery of products/services to Customers; or (e) for any other reasonable reasons.
VI. Obligations of the Merchant
6.1 The Merchant shall dispatch/render the products/services to the Customer only upon receipt of transaction confirmation from DigitalRupay to the Merchant. The Merchant acknowledges that DigitalRupay shall give confirmation only upon receipt of transaction confirmation from the Acquiring Bank. DigitalRupay shall not be responsible for any transactions that have not been confirmed with DigitalRupay by the Acquiring Banks through its master payment gateway service provider.
6.2 The Merchant shall deliver the Product within the delivery due dates specified at the time of making the transaction on the Merchant Site. If the Merchant is unable to deliver the whole or any part of the transaction within the delivery due date, the Merchant shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions. All risks associated with the delivery by the Merchant shall be solely that of the Merchant and DigitalRupay shall have no liability in this regard. Any and all disputes regarding quality, merchantability, non-delivery, delay in delivery or otherwise shall be resolved directly between the Merchant and the Customer without making DigitalRupay and/or the respective Acquiring Bank a party to such disputes.
6.3 The Merchant agree to process returns of, and provide refunds and adjustments for, products/services sold and/or payment collected through its Merchant Website in accordance with the Master Agreement read this Schedule and the Acquiring Banks instructions. The Merchant understands that all refunds must be routed through the same Acquiring Bank payment gateway through which the transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all chargebacks raised in respect of the transaction refunded. The Merchant shall ensure that DigitalRupay at all times have sufficient funds of the Merchant to process refunds initiated. DigitalRupay shall not be liable to process any refund initiated in the event of insufficient funds.
6.4 The Merchant is solely responsible for all Customer service issues relating to any Successful Transaction, products/services sold on its Merchant Website including but not limited to Customer Charge, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnel’s, policies or processes. Under no circumstances shall DigitalRupay be responsible for customer support to the Customer or any third party for any Successful Transaction.
6.5 The Merchant shall maintain all necessary records and documents in relation to the transactions undertaken on the Merchant Website using the Payment Gateway Services. The Merchant hereby undertakes and agrees that DigitalRupay shall have the right to inspect such records and documents.
6.6 The Merchant shall duly fulfill all transactions placed on the Merchant Site in accordance with the terms and conditions on the Merchant Site and instructions of the Customer and the Merchant will not offer out of stock products/services for sale. The Merchant shall be solely liable for quality and efficiency and merchantability of the products/services and DigitalRupay shall have no liability in this regard. .
6.7 The Merchant shall comply with all applicable laws, rules and regulations in offering the products/services or collecting payments on its Merchant Website. The Merchant shall ensure that all requisite approvals, licenses and registrations, etc.in accordance with all laws, rules, regulations, and guidelines in force in India from time to time, have been obtained and are kept in full force and effect to enable the Merchant to offer the products/services for sale. The Merchant shall not conduct any business through the Payment Gateway Services or offer products thereof in violation of any law or legal requirement of any applicable jurisdiction and shall keep DigitalRupay fully indemnified for all times to come in this regard.
6.8 The Merchant hereby agrees that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Charge and Payment Gateway Services.
6.9 The Merchant also acknowledges that the arrangement between one or more Acquiring Banks and DigitalRupay may terminate at any time and services by such Acquiring Banks may be withdrawn. Accordingly, upon termination of the agreement between DigitalRupay and the Acquiring Banks, DigitalRupay shall not be liable to render the Payment Gateway Services without any liability whatsoever. It is hereby agreed between the Parties that the Settlement Amount outstanding and payable by DigitalRupay to the Merchant in relation to the Successful Transactions undertaken prior to the termination of the agreement between DigitalRupay and the Acquiring Banks, shall be paid by DigitalRupay to the Merchant in accordance with the terms of the Transaction Documents.
VII. Effective Date
7.1 The terms and conditions specified herein shall be effective from [●] and until earlier termination. It is hereby clarified that provision of the Services in accordance with the terms of this Schedule shall automatically stand terminated upon termination of the Agreement.