This Terms and Conditions (“Terms and Conditions”) is between you (“Merchant”) and Mswipe Technologies Private Limited (“Mswipe”) and governs your use of Mswipe’s products and services. These Terms and Conditions shall be applicable in respect of each and every transaction involving payment by means of a Valid Mode. By clicking “I Accept” or “I Agree” on the signup page, or by accessing and using our products and/or services in any way, you agree to be bound by these Terms and Conditions.
1. DEFINITIONS
1.1. “Applicable Laws” shall mean any statute, law, regulation, directive, guideline, policy, requirement, or any governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter or the Parties in question, whether in effect as of the date of these Terms and Conditions or thereafter.
1.2. “Application” means the Application Form, whether physical or digital, submitted by the Merchant and verified and accepted by Mswipe for the purpose of availing Mswipe’s services.
1.3. “Business Day” shall mean a day (excluding Saturdays and Sundays) on which banks in India are open for normal banking business.
1.4. “Card Member” or “Member” or “Customer” or “Cardholder” shall mean a person making payment using a Valid Mode.
1.5. “Chargeback” means any dispute regarding a Valid Charge raised by a Cardholder/ Customer with the issuing bank and/or the card scheme.
1.6. “Equipment” shall mean the equipment specified in the Application as may be provided or sold for authorization by Mswipe to the Merchant. Equipment does not include Mswipe’s systems (embedded and supporting software), confidential documentation or any related and other Intellectual Property Rights supplied by Mswipe.
1.7. “Features” means the additional services or features offered by Mswipe through the Mswipe Gateway, including, but not limited to, credit against authorisation (“CAAT”), Mventry, ATMLe, ATMExpress Link etc. on the terms and conditions more clearly specified herein.
1.8. “Intellectual Property Rights” shall deem to mean and include all copyright, designs, inventions patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) or applications for any of these, formulations, trade names, business names, inventions, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data and all other industrial or intellectual property rights (whether or not registered).
1.9. “Merchant Discount Rate” or “MDR” means with respect to each Transaction Amount a percentage thereof as specified in the Application. Provided however that the Merchant Discount Rate may be revised from time to time by Mswipe and Mswipe will intimate Merchant of any such change.
1.10. “Merchant Website” shall mean website/application/software that is controlled, operated and owned by the Merchant.
1.11. “Mswipe Products” shall mean the Equipment, Mswipe Gateway Services, Other Modes, Features and Other Equipment services provided to the Merchant as per these Terms and Conditions, as may be applicable.
1.12. “Mswipe Gateway Services” shall mean the payment gateway services provided in accordance with under PART B of these Terms and Conditions.
1.13. “Facility Providers” means various bank or banking entity, card association, software providers, as well as third party service providers associated with Mswipe that participate in authorization / facilitation in settlement of Valid Charges to the Merchant.
1.14. “Other Equipment” means devices such as android or other cell phones, bluetooth printer etc. that may be sold by Mswipe to the Merchant on an outright sale basis as specified in the Application.
1.15. “Other Mode(s)” shall mean modes of payment other than Valid Cards, including, without limitation, net banking, MQR, UPI, Amazon Pay, or such other modes as may be communicated by Mswipe from time to time.
1.16. “Support Services” shall mean transaction processing services through Mswipe Products and help desk service on Mswipe’s standard terms and conditions.
1.17. “Transaction Amount” shall mean the amount payable by the Customer using the Valid Mode for the product/ service offered by the Merchant inclusive of shipping charges and other taxes, duties, cost, charges and expenses in respect of the product / service that are to be charged to the Cardholder/ Customer.
1.18. “Transaction Receipt” means the digital/physical receipt generated after authorisation of a Valid Charge provided to the Customer and the Merchant recording the charges and transaction details.
1.19. “Valid Card” shall mean a VISA/MasterCard/American Express/Rupay or any other debit or credit card issued as per the rules of any such card association as notified by Mswipe from time to time bearing signature of the holder.
1.20. “Valid Charges” is a charge within the amount authorized herein below, which is charged to the Customer (i) on a Transaction Receipt acceptable to Mswipe, bearing details of the Valid Mode and wherever applicable, bearing the same signature as that on the Valid Card; and (ii) using the Equipment with Transaction Receipt generated from the Equipment after swiping or dipping the Valid Card or using the Other Mode, and wherever applicable, bearing the same signature as that on the Valid Card.
1.21. “Valid Mode” shall mean collectively the Valid Card and the Other Modes.
2. ARRANGEMENT
2.1. The Merchant agrees and undertakes that it has provided correct and accurate information to Mswipe for the purpose of availing Mswipe Products and Support Services and agrees to be bound by these terms and Conditions in the following manner:
2.1.1. Where the Merchant is availing the payment processing services through point of sale equipment Part A of these Terms and Conditions shall apply.
2.1.2. Where the Merchant is availing the Mswipe Gateway Services, Part B of these Terms and Conditions shall apply.
2.1.3. Where the Merchant is availing the MQR or UPI transaction processing services through the Soundbox or the MQR Standee, Part C of these Terms and Conditions shall apply.
2.1.4. Where the Merchant is availing the Amazon Pay services, Part D of these Terms and Conditions shall apply.
2.2. It is hereby clarified that where the Merchant is availing one or more Mswipe Products, each of the relevant Part of the Terms and Conditions shall apply to the Transaction undertaken by the Merchant using the respective Mswipe Products.
2.3. Mswipe hereby grants the right to avail the Support Services for a monthly fee as specified in the Application and the installation and delivery charges with respect to the Mswipe Products in accordance with the Terms and Conditions mentioned herein. The Merchant shall also be entitled to avail various Features offered by Mswipe on the Terms and Conditions prescribed herein below.
2.4. The Merchant agrees and acknowledges that Mswipe has granted to the Merchant only a limited right to use and access the Mswipe Products, as may be applicable, as per these Terms and Conditions within the territory of India and the ownership will remain with Mswipe except in case of purchase of Equipment. Upon termination of the arrangement between the Merchant and Mswipe, the Merchant shall be responsible to pay the price of the Equipment(s) and/or return of the functional Equipment(s) save and except where the Equipment is purchased by the Merchant and in case if the Merchant is availing the Mswipe Gateway Services, the Merchant shall seize to use the Mswipe Gateway Services.
2.5. Except as specifically provided in these Terms and Conditions, all Features provided by Mswipe shall be subject to the standard transaction processing Terms and Conditions provided herein.
3. TAXES
3.1. The Merchant shall be responsible for any applicable goods and services and similar taxes and impositions (“Taxes”) payable with respect to Other Equipment or provision of Support Services or availing any Feature or otherwise arising out of or in connection with the Application and these Terms and Conditions, whether currently applicable or made applicable in future.
3.2. Withholding: The Merchant shall be responsible to deduct the tax at source as applicable under Income Tax Act, 1961 or any other laws, rules, or regulations as may be applicable from time to time and deposit the same to the credit of the government within the respective due dates. Also, the Merchant shall be responsible to submit the certificate of tax deducted or any other document evidencing deduction of tax as applicable within 30 (Thirty) days from the due date for submission of returns of tax deduction to the government. The duty to comply with the provisions of tax deduction solely rests upon the Merchant and Mswipe shall not be liable for the same under any circumstances and in any manner whatsoever. Subject to this Clause 3.2, the Merchant shall make all payments of amounts/fees due under this Application to Mswipe free and clear of, and without reduction for, any withholding taxes.
4. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
4.1. The Merchant represents and warrants to Mswipe that on the date hereof:
4.1.1. It is an entity duly incorporated, validly existing and in good standing under the Applicable Laws of India;
4.1.2. It has all necessary power and authority to enter into this arrangement;
4.1.3. The persons signing the Application physically or digitally in the manner specified by Mswipe on behalf of the Merchant have the authority to sign, execute and accept it on behalf of the Merchant so as to create binding obligations on the Merchant and all information provided by the Merchant pursuant to the Application and these Terms and Conditions is true and correct;
4.1.4. The execution and delivery of the Application, and the consummation of the transaction contemplated hereby, and the fulfilment of and compliance with the Terms and Conditions hereof, do not (i) violate any Applicable Laws, judicial or administrative order, award, judgment or decree applicable to it, or (ii) conflict with the provisions of its constitutive documents or any other contractual obligations or regulations; and
4.1.5. The Application and these Terms and Conditions, whether in physical form or in electronic form, constitutes valid and legally binding obligation and will be enforceable against the Merchant in accordance with these Terms and Conditions.
4.2. The Merchant shall comply with all the Applicable Laws including the guidelines and standards as set out herein and such other amended guidelines and terms issued by Mswipe from time to time and further acknowledge that Mswipe shall not have any obligation to verify whether or not the Merchant has acted in accordance therewith.
4.3. Mswipe and the Facility Providers shall not be a party to any agreement or dispute between the Customers and the Merchant. In the event of any dispute between the Merchant and the Customer, Mswipe and the Facility Providers shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.
4.4. Mswipe reserves the right to modify, add or remove any part of these Terms and Conditions at any time without prior consent of the Merchant.
4.5. Mswipe is not giving any warranties either express or implied, whether of merchantability or fitness for any particular use or otherwise, in respect of the Mswipe Products provided under the Application and or these Terms and Conditions and no waiver, alteration or modification of the foregoing condition shall be valid unless made in writing and signed by Mswipe. The Merchant’s sole and exclusive remedy in the event of interruption to or loss of use and/or access to the Support Services shall be to get the Support Services, as the case may be restored from Mswipe.
4.6. Mswipe will use reasonable endeavours, at its sole and absolute discretion which shall be final and binding on the Merchant, to restore the Support Services and/or access to the Support Services as soon as reasonably possible.
4.7. The Merchant acknowledges that it has been advised that no agent, employee or representative of Mswipe has any authority to buy and sell or affirm or promise any representation and warranty concerning the Equipment or Other Equipment or Support Services, and unless such affirmation, promise or representation and warranty is specifically set forth in these Terms and Conditions, it does not form part of the Application and or these Terms and Conditions and shall not be enforceable against Mswipe. The Merchant acknowledges that it is cognizant of this provision and evidences its agreement to be bound thereby.
4.8. The Merchant undertakes to make timely payments of all the monies, charges, and Chargeback amounts, refund amount duly payable to Mswipe as and when demanded by Mswipe. The Merchant also undertakes to payback any amount received in excess or erroneously from Mswipe promptly and in no case later than 7 (Seven) days of receipt of claim from Mswipe without any delay, demur or protest.
4.9. The Merchant assures and guarantees to Mswipe and the Facility Providers that the Merchant is acting in compliance with and shall at all-time act in compliance with all Applicable Laws, rules and regulations, notification, and guidelines set by Reserve Bank of India, Mswipe, NPCI and other Facility Providers.
4.10. The Merchant is aware that Mswipe and the Facility Providers are not guaranteeing any transactions with the Customers in any manner whatsoever. The Merchant assures that the Customers will place the orders themselves and agree not to place orders on behalf of its Customers.
4.11. The Merchant acknowledges that the Facility Providers and Mswipe have the right to enforce any provision of the standards issued by the Facility Provider and to prohibit any Merchant conduct that may injure or may create a risk of injury to the Facility Providers and Mswipe including injury to reputation, or that may adversely affect the integrity of the Facility Providers and Mswipe’s core payment systems, information or both. The Merchant agrees that it will not take any action that might interfere with or prevent exercise of this right by the Facility Providers and/or Mswipe.
4.12. The Merchant herby grants to Mswipe and the Facility providers, a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and logos of the Merchant solely in connection with the marketing of their facilities and services to the public. The Merchant shall prominently display on the Merchant’s Website and in other online marketing materials if applicable, a statement/logo/image provided by Mswipe and or upon instructions of Facility Provider.
4.13. The Merchant forthwith upon change in details including but not limited to registered mobile number, registered address etc. shall intimate Mswipe of such changes along with supporting documents as may be required by Mswipe. Mswipe shall not be responsible for any delay or non-processing of Transaction or Settlement of Transaction Amount due to any defect in information provided by the Merchant.
4.14. The Merchant declares, assures, undertakes and covenants that it shall not offer any Products, which are illegal or offensive or banned and/or are not in compliance with Applicable Laws, rules and regulations whether central, state, local or international of all jurisdictions from where the Merchants avail the Mswipe services.
5. CONFIDENTIAL INFORMATION
5.1 The Merchant recognizes that it may be given and have access to Confidential Information of Mswipe. The Merchant undertakes not to use any such Confidential Information, for its own purposes except as permitted hereunder, without the prior written consent of Mswipe. The Merchant further undertakes that it shall at all times during and after termination of this Application keep the Confidential Information confidential and not disclose it to any third party. The contents of the Application shall also be kept confidential.
5.2. No announcement, circular, press releases, advertising, marketing materials or promotional materials in connection with the subject matter of these Terms and Conditions shall be made or issued (whether in print, electronically or otherwise) by or on behalf of the Merchant other than (i) as required by Applicable Law or (ii) to any authority to which the Merchant is subject, without the prior written consent of Mswipe except where such an announcement is required by reason of any of (i) or (ii) above, the Merchant shall consult with Mswipe as to the contents of any such announcement and take into account all reasonable request of Mswipe relating thereto.
5.3 Merchant shall hold and keep in strictest confidence any and all Confidential Information of Mswipe and shall treat such Confidential Information with the same degree of care and protection as it would treat its own Confidential Information. Mswipe also agrees to use the greatest degree of care to avoid unauthorized dissemination, access, disclosure or publication of the Confidential Information. The Merchant shall promptly provide Mswipe with notice of any actual or threatened breach of this Clause. Merchant does not acquire any Intellectual Property Rights under these Terms and Conditions or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with these Terms and Conditions.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Except for use permitted under this Application, the Merchant shall not use any Mswipe's trademark, service mark, trade name or logo without specific authorization to the effect. Any infringement of any Mswipe's Intellectual Property Rights shall be subject to legal action and damages.
6.2. The Merchant shall not to do anything whatsoever which might impair Mswipe's right, title or interest in or to Mswipe's Intellectual Property Rights and agree that the Merchant shall not acquire or attempt to acquire any right, claims, title or interest, license in or to any of the Intellectual Property Rights of Mswipe. The Merchant shall not decompile/disassemble, or create or attempt to create or reconstruct, by reverse engineering or otherwise, any hardware, software or code supplied under the Application and or these Terms and Conditions including in respect of the Equipment or Other Equipment or use it to create any derivative work.
7. AUDIT AND REPORTING
7.1. The Merchant agrees and acknowledges that Mswipe, and/or RBI and/or any third party appointed by it, or auditors of RBI may conduct audits or inspections at the Merchant’s premises to verify the Merchant on-boarding process and/or may access all books, records and information relevant to these Terms and Conditions. The Merchant agrees to provide Merchant registration documents, due diligence to Mswipe and/or any third party appointed by it or RBI as and when required.
7.2. Mswipe and/or RBI through any of its nominees, agents or third parties appointed by it shall be entitled to inspect and monitor all daily transaction reports and any other data in relation to Merchant at any point of time during the term of these Terms and Conditions and Mswipe shall co-operate with and assist Mswipe and/or RBI during any such audit and/or inspection.
7.3. The Merchant shall from time to time, furnish such information as may be sought by the Mswipe about the prospective Customers, Mswipe Products or any other subject matter of these Terms and Conditions. The Merchant shall also provide to Mswipe monthly/quarterly activity reports in agreed form detailing therein among other information, the past month’s/quarter’s business procurement activities, business plans for market development, revenue projections, services related problems and their present status, market feedback and such other particulars in such formats as may be prescribed by Mswipe from time to time.
7.4. Mswipe or RBI either on its own or through authorised representative or third party shall have the right, during the term of these Terms and Conditions and for a period of eight (8) years thereafter, to audit and inspect the Merchant’s books and records, premises, procedures and practices. During such audit and inspection, the Merchant shall fully co-operate with Mswipe and/or RBI and give access of its books, records, documents and premises to the Mswipe and/or RBI and or its authorized representatives.
8. ANTI-BRIBERY & MONEY LAUNDERING
8.1. The Merchant shall ensure compliance with and shall at all times act in compliance with Applicable Law including, without limitation, the Anti-Money Laundering Guidelines, provisions of Prevention of Money Laundering Act, 2002. Without prejudice to the generality of the foregoing, the Merchant shall follow all rules, guidelines and directions issued by any governmental authority with reference to the Transactions as may be applicable.
9. DATA CONNECTIVITY
9.1. If a SIM Card has been provided along with the Equipment or Other Equipment as specified in the Application, then the Merchant undertakes to use this SIM Card only with the Equipment or Other Equipment provided under the Application and only for the purpose of telecommunication between the Equipment and Mswipe’s server.
9.2. In case of Mswipe Gateway Services, the Merchant shall maintain its own hardware, software, servers and ensure connectivity with the Mswipe Systems for processing of Transactions. However, if the server fails to respond, the Merchant shall report the issue to Mswipe. Mswipe shall not be held responsible for the data loss, or any other inconvenience caused thereby when server is down.
10. TERMINATION
10.1. This Application shall become effective on the Effective Date and shall remain in full force till either Party delivers to the other Party a written notice for termination of this Application as per provisions under this Application or if the Merchant declines to accept the Terms and Conditions electronically.
10.2. Mswipe can terminate this Application with or without reason whatsoever by providing an advance notice of 7 (seven) days. The Merchant can terminate this Application with reason by providing an advance notice of 30 (thirty) days.
10.3. Notwithstanding the above, Mswipe may terminate this Application with immediate effect and without notice in the event that the Merchant breaches any of the Terms and Conditions or fails to honour, observe, adhere to, abide by or comply with any directions or instruction issued by Mswipe and/or fails to honour, observe, perform or undertake any of its obligation under the Application and or these Terms and Conditions or if the chargeback in any month crosses 0.3 % of total transaction value of that month.
10.4. If there is a breach by the Merchant of its obligations or responsibilities under this Application, then Mswipe shall have the right to immediately suspend performance of its obligations hereunder till the time such breach is cured by the Merchant.
10.5. Where any refund claimed by Mswipe exceeds the amount due to the Merchant, the difference thereof shall be a debt due from the Merchant to Mswipe and be forthwith recoverable by action.
10.6. Further on termination of the arrangement between the Merchant and Mswipe, the Merchant shall immediately on such termination return the Equipment to Mswipe in good and working condition (save and except normal wear and tear). Merchant hereby agrees, acknowledges and authorizes Mswipe to recover the cost of the Equipment from ECS or valid standing instructions in the event the Merchant fails to return the Equipment upon termination of the arrangement between the Merchant and Mswipe or the Equipment returned are damaged.
11. MISCELLANEOUS
11.1. Governing Law and Dispute Resolution: These Terms and Conditions shall be governed by and construed in accordance with the Applicable Laws of India. All disputes under these Terms and Conditions shall be referred to arbitration by sole arbitrator mutually appointed by the Parties. The proceedings of such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996 (as amended from time to time) and shall be held at Mumbai. The Parties shall be entitled to apply to the competent courts for interim or interlocutory relief in respect of such arbitration. Subject to the above, competent courts shall have jurisdiction over any of the disputes arising out of or in connection with These Terms and Conditions. Each Party shall bear its respective costs unless otherwise awarded by the arbitrator.
11.2. Force Majeure: Neither Party shall be liable to the other nor shall be in default if such Party is adversely affected due to circumstances beyond its reasonable control such as Applicable Laws, natural calamities, acts of God, threat of wars, riots, strikes, acts of Government, shortages of materials, industrial emergencies, etc.
11.3. Documents: The Merchant agrees and undertakes to provide all such true and correct documents including but not limited to proof of identification, declaration in case of proprietorship concern, address proof etc. as and in the form required by Mswipe at the time of submitting this Application and from time to time.
11.4. General These Terms and Conditions (along with the Application) constitute the entire agreement between the parties with respect to the subject matter herein and supersedes all prior arrangements between the parties regarding such subject matter. The arrangement between Mswipe and the Merchant is non-exclusive and on principal-to-principal basis and nothing contained herein creates any agency or partnership or joint venture relationship between the Mswipe and the Merchant. The Merchant shall not assign or transfer any of its rights and liabilities to any third party. No failure on the part of Mswipe to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. Any notices/communication to be given by a party to the other shall be sent by registered letter or email to the other party at the address/email ID last notified by such party. However, any notice or communication sent by Mswipe to the Merchant via email or message on the registered email or registered mobile number or of the Merchant or via or in - app notification shall consider a valid written notice and shall be deemed to have been duly served on the day such email, message or notification is sent. Mswipe will protect and use Merchant’s Information in accordance with its privacy policy available at www.mswipe.com. If any part of these Terms and Conditions is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. The provisions of these Terms and Conditions which by its nature survives shall survive the termination of the arrangement between the Merchant and Mswipe.
12. TRANSFER OR CHANGE IN BUSINESS
12.1. Where the Merchant proposes to change the nature of business or merchandise sold, which may result in the Merchant category to be changed in the books of the card schemes, the Equipment, Other Equipment and the Support Services shall be used only after such change is informed to Mswipe and acceptance thereof is conveyed in writing to the Merchant.
13. ADDITIONAL TERMS
13.1. In the event of the Merchant is not transacting with Mswipe on any Card issued by a particular card scheme for a continuous period of three (3) months, Mswipe reserves the rights to cancel the Merchant's affiliation in relation to that particular card scheme.
13.2. The Merchant hereby acknowledges that Mswipe may from time to time procure, extract or obtain credit related information about the Merchant from various credit bureaus including but not limited to Credit Information Bureau (India) Limited (CIBIL). The Merchant hereby agrees, authorizes and permits Mswipe to procure, extract and or obtain such information without prior intimation to the Merchant.
13.3. Merchant shall follow the processes and procedures as laid down by Mswipe for resolving queries/issues concerning the Customer, Valid Card, the Equipment, Support Services and telecom services. Merchant acknowledges receipt of such procedures, processes and relevant contact numbers for query resolution.
13.4. If the Merchant fails to comply with these Terms and Conditions or in the event the Equipment provided by Mswipe is damaged or stolen then the Merchant shall immediately pay the amounts mentioned in Part A of these Terms and Conditions, as applicable, to Mswipe for the Equipment. Further the noncompliance of these Terms and Conditions by the Merchant shall be construed as material breach of these Terms and Conditions and without prejudice to other rights of Mswipe under these Terms and Conditions, the Merchant shall immediately return the Equipment in working condition with all accessories and packaging on demand by Mswipe.
14. MODIFICATION OF THESE TERMS AND CONDITIONS
14.1. Mswipe may, in its sole and absolute discretion, change these Terms and Conditions from time to time. Mswipe will post notice of such changes on the website and / or the mobile app. Merchant agrees and acknowledges that if the Merchant objects to any such changes, its sole recourse shall be to cease using the Mswipe services, products, websites, Features, and/or the Support Services. Continued use of Mswipe services, products, website and/or the Support Services following notice of any such changes shall indicate its acknowledgement of such changes and agreement to be bound by the Terms and Conditions of such changes. Certain provisions of these Terms and Conditions may be superseded by expressly-designated legal notices or terms located on particular pages of the Mswipe websites, application and/or be communicated to the Merchant through any other means as per these Terms and Conditions and, in such circumstances, the expressly designated legal notice or term shall be deemed to be incorporated into these Terms and Conditions and supersede the provision(s) of these Terms and Conditions that are designated as being superseded.
15. GRIEVANCE REDRESSAL MECHANISM
15.1. The Merchant may contact Mswipe with any enquiry relating to these Terms and Condition, Chargebacks or auto reversal for failed card/UPI transactions for which we have received excess settlement or any other issue. The issues can be raised through the following channels.
15.1.1. Contact us on Toll Free Number 1800 1022 699 (Monday - Sunday: 9:00 AM to 10:00 PM IST) (Customer needs to enter the registered mobile number on IVR).
15.1.2. Write an email to helpdesk@mswipe.com via registered email id (Monday - Sunday: 9:00 AM to 07:00 PM IST) (Merchant can use registered email ID. If the same is unavailable, they can provide any one detail - Device ID, TID, Customer code, or Mobile number in mail subject)
15.1.3. WhatsApp Contact- Initiate contact with our Customer Support on WhatsApp by sending a message containing ‘Hi’ to the WhatsApp number +919820522699. If contacted from an unregistered number, the WhatsApp BOT will request a registered number to proceed.
15.1.4. Mswipe Merchant Application: Use the "Contact Us" feature which includes toll-free / WhatsApp and email support.
15.1.5. Social media – Via direct messages or posts on Mswipe’s official Twitter, Facebook, Instagram, LinkedIn, YouTube, Google Business, iOS App store & Google Play store handles.
15.1.6. Further, the Turn Around Time of responding to the issues is as follows.
| Issue Type | Turn-around Time |
|---|---|
| Auto reversal for Failed card/UPI transactions for which we have received excess settlements. | T + 5 Business Days |
| Chargebacks | T + 120 Business Days (Max time frame) |
| All other issues | T + 7 Business Days |
15.1.7. Escalation Matrix of the Grievance
a) Mswipe has a four-tier escalation mechanism for customer grievances, as given below:
i) Level 1: Mswipe Merchant app / WhatsApp/IVR (TFN)Helpdesk / Email.
ii) Level 2: Grievance Redressal Officer (GRO).
iii) Level 3: Principal Nodal Officer (PNO).
iv) Level 4: Ombudsmen for Digital Transactions.
Level 1 - Mswipe will acknowledge all formal complaints (including complaints lodged through electronic means) within three Business Days and work to resolve them within a reasonable period, not exceeding 30 (thirty) Business Days. The 30 (thirty) Business Day period will be reckoned after all the necessary information sought from the Merchant is received.
Level 2 - If a Merchant is not satisfied with the resolution provided through various channels, Merchant can escalate the issues to the Grievance Redressal Officer mentioning the Ticket Number for a resolution.
Grievance Redressal Officer contact details are as below:
Ms. Wasifa Shaikh
Marathon Futurex, 26th Floor, A Wing, Mafatlal Mills Compound
N.M. Joshi Marg, Lower Parel, Mumbai – 400 013
Email id: grievance@mswipe.com
The Grievance Redressal Officer shall endeavor to respond to each complaint within one month from the date of receipt of the complaint.
Level 3 - If a Merchant is not satisfied with the resolution provided by the GRO, Merchant can further escalate the issues to the Principal Nodal Officer (PNO) mentioning the Ticket Number for a resolution within a period of 15 (fifteen) Business Days.
Nodal Officer contact details are as below:
Ms. Farhat Shaikh
Marathon Futurex, 26th Floor, A Wing, Mafatlal Mills Compound
N.M. Joshi Marg, Lower Parel, Mumbai – 400 013
Email id: nodalofficer@mswipe.com
Level 4 - In the highly unlikely event of our Principal Nodal Officer not meeting your expectations, within a period of 30 (thirty) Business Days, the Merchant may further appeal to:
Ombudsmen for Digital Transactions contact details are as below:
The Officer-in-Charge,
Ombudsmen for Digital Transactions, Mumbai (I)
C/o Reserve Bank of India 4th Floor, RBI Byculla Office Building, Opp. Mumbai Central Railway Station, Byculla, Mumbai-400 008 Email: cms.odtmumbai1@rbi.org.in
PART A
TERMS AND CONDITIONS APPLICABLE FOR POS TRANSACTIONS
The following terms and conditions shall be applicable for Merchant availing point of sale terminals/equipment from Mswipe for processing payments through Valid Mode. Merchant shall comply with the PCI-DSS standards.
1. INSTALLATION AND THE USE OF THE EQUIPMENT
1.1. The Merchant shall use the Equipment, Other Equipment or the Features exclusively for the transactions with Customer during the term of the arrangement between the Merchant and Mswipe.
1.2. Mswipe shall be entitled to charge the Merchant for the costs of the Equipment and/or the costs of repairing the Equipment(s) in the event the Equipment(s) is/are damaged or is/are used in an improper manner by the Merchant.
1.3. The Merchant shall not permit any third party to perform any maintenance services on the Equipment(s) or effect modification or enhancement or software/engineering changes to the Equipment(s) without the prior written consent of Mswipe.
1.4. The Merchant shall not (i) sell, assign, loan, time share, transfer, lease or otherwise cause or allow or attempt to cause or allow, any dealings with the Equipment or Feature or any encumbrance on the Equipment to be created; (ii) remove, conceal or alter any markings, tags or plates attached to the Equipment or part of it; (iii) disallow Mswipe's right to access, repossess or dispose of the Equipment pursuant to these Terms and Conditions; or (iv) otherwise to be encumbered in any way whatsoever.
1.5. The Merchant shall not: (a) permit any third party to access using the Merchant’s user account (other than such Merchant’s employees); (b) interfere with, disrupt, alter, translate, or modify the Features or any part thereof, or create an undue burden on the Features and/or Mswipe networks; (d) reverse engineer, decompile, disassemble, or (e) introduce software or automated agents or scripts to any Feature so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Feature or Mswipe’s servers.
1.6. The loss or damage arising out of negligence, or misuse of the Equipment and / or default in payment due to any reason whatsoever shall be recovered by Mswipe from the Merchant in the following manner:
All the above amounts shall be exclusive of taxes and the Merchant shall be liable to pay the above amounts plus all applicable taxes thereon.
1.7. Notwithstanding anything to the contrary, Mswipe may modify the list of Equipment as stated in Clause 1.6 including upon introduction of any new model of Equipment and shall fix the price of the same at its sole discretion which shall be payable by the Merchant in accordance with Clause 1.6 in respect of such Equipment.
1.8. The Merchant shall permit the authorized representatives of Mswipe or Mswipe's authorized agent to carry out physical inspections of the Equipment (or possession of the Equipment in case of termination of the arrangement between Mswipe and the Merchant) during business hours, with or without prior notice.
1.9. Mswipe may seek enhancement of the Equipment for provision of additional services using the Equipment. The Merchant shall allow Mswipe or Mswipe's agent to undertake such enhancements and facilitate and provide such services.
1.10. The Merchant shall make timely payment of the various charges only to the authorized representatives of Mswipe.
1.11. The Merchant shall ensure that it displays on the Merchant's premises such notices, disclaimers, warranties and indemnities as Mswipe may require from time to time in this regard. The Merchant shall at all times display on such conspicuous place a notice stating that ‘CARDS ARE ACCEPTED HERE’ as may be provided by Mswipe from time to time.
1.12. The Merchant shall adopt appropriate measures of privacy, which measures should clearly ensure that the privacy of its Customers is protected, and no information given by such Customers shall be utilized in any manner whatsoever which could directly or indirectly result in any harm to the Customers, or which would constitute a breach of such privacy.
1.13. The Merchant hereby undertakes and agrees:
1.13.1. Not to describe itself as an agent, representative, partner or employee of Mswipe or Facility Providers and to ensure that its products are at all times, be marketed and/or distributed as the products marketed / sold by the Merchants. It shall also take all necessary steps and/or precautions to ensure that the products are not mistaken or misrepresented as being associated with, being sold by, marketed by or being offered for sale by Mswipe or Facility Providers in respect of the Support Services and any ancillary matter and neither of these entities nor Mswipe shall bear any liability in this regard.
1.13.2. Not to make any representations to its Customers or any third party or give any warranties which may require Mswipe or Facility Providers to undertake or be liable for, whether directly or indirectly, any obligation and/or responsibility to Customers or any third party.
2. AUTHORIZATION
2.1. Merchant must obtain an authorization for each and every charge incurred by the Card Member/ Customer and shall not deliver the goods or services until authorization in respect of charges can be obtained by swiping or dipping the Valid Card and validating the transaction by the Customer providing their unique personal identification number (PIN) or such other details as may be necessary under Applicable Law or required by Mswipe from time to time using the Equipment or through Other Mode by validating the transaction by the Customer in the manner prescribed by Mswipe from time to time for using the Other Mode.
2.2. If the Merchant accepts charges without prior authorization, Mswipe will not be responsible for any such charges or any part thereof and all such charges will be accepted only on a collection basis.
2.3. In the event of the Valid Card being an international card or card issued by American Express, the Merchant shall accept the charges only upon presentment of a valid identity proof of the Card Member/ Customer and shall require the Card Member/ Customer to submit a copy of the same before authorization of the charges.
2.4. Splitting of charges into two (2) or more Transaction Receipts will not be acceptable to Mswipe.
2.5. Mswipe reserves the right to refuse the charges if an authorization is declined. Any authorization given through the Equipment will be at Mswipe’s absolute discretion and Mswipe may further, in such an event, also direct the Merchant to take immediate preventive action.
2.6. In case of any disputes regarding authorizations given by Mswipe regarding any details pertaining thereto (whether as to card number, expiry date of a Valid Card, amount, date and the time of charges, time at which authorization is given or otherwise whatsoever), the decision of Mswipe to grant or refuse authorization and the details mentioned by Mswipe shall be final and binding on the Merchant.
2.7. Merchant shall be responsible for verification of Card Member/ Customer including the validity of the Card, identity of the person transacting with the photograph on the Valid Card (in case of photo Valid Card), ensuring that the Card Member/ Customer has signed on the signature strip of the Valid Cars and verifying the signature on back panel of Valid Card with the signature of the said Card Member/ Customer on the Transaction Receipt wherever applicable. In the event of mismatch of credentials, Merchant shall follow procedure as laid down by Mswipe from time to time.
2.8. The Merchant shall not process or deposit transactions with Mswipe for or on behalf of any third party. The Merchant will also not give cash advance by showing the transaction as a sale transaction. The Merchant shall not accept payment from a Cardholder/ Customer to re-finance an existing debt.
2.9. Mswipe reserves the right to discontinue the Support Service and/or terminate this Application or terminate the right to use the Equipment granted to the Merchant on any of the aforesaid grounds and recover such amounts from the Merchant in case it is exposed to losses due to Chargebacks or any other reason.
2.10. The Merchant shall refrain from indulging in any practice whereby the Merchant refuses to accept a Valid Mode for payment.
3. SETTLEMENT AND PAYMENT OF TRANSACTION AMOUNT
3.1. Merchant shall provide true, correct and accurate know your customer (KYC) details at the time of onboarding to Mswipe and shall keep Mswipe informed about any changes thereto. Further the Merchant shall provide the bank account details to Mswipe to enable Mswipe to settle the funds to the Merchant account. Mswipe shall not be responsible for any error or non-settlement of funds due to incorrect details provided by the Merchant.
3.2. Subject to these Terms and Conditions, Mswipe undertakes to settle all the successful Transaction in the Merchant Account on a T+1 Business Days basis, excluding holdback, Chargeback, as prescribed under the Guidelines on Payment Aggregator and the Payment Gateway. The Merchant agrees that the settlement of Transaction Amount shall be done after deduction of charges due from the Merchant to Mswipe including but not limited to MDR, chargeback, device rent and refunds, etc.
3.3. Where Mswipe has reason to believe that any charges have been fraudulently incurred or charged either on a Valid Mode or a counterfeit card or where Mswipe has reason to investigate or cause to be investigated any charges (hereinafter referred to as “Suspect Charges”), Mswipe shall be entitled to withhold payment (without interest) pertaining to such Suspect Charge(s).
3.4. Provided that if Mswipe determines after due enquiry and investigation that the charge is a Valid Charge and not a Suspect Charge, Mswipe shall release such withheld payment.
3.5. Provided further that if Mswipe determines after due enquiry and investigation that any Suspect Charge is not a Valid Charge, Mswipe shall be entitled not to pay the same at all to the Merchant and or deduct such amounts from any Transaction Amounts payable to the Merchant and the Merchant undertakes not to raise any claims thereto.
3.6. If Mswipe suspects, on reasonable ground and in its sole and exclusive opinion, that the Merchant has been negligent, or has committed a breach of these Terms and Conditions or act/s of dishonesty or fraud against Mswipe or any Cardholder/ Customer, Mswipe shall be entitled to suspend all payments under these Terms and Conditions to the Merchant pending enquiries by Mswipe and resolution of the same to the Mswipe's satisfaction.
3.7. The Merchant hereby acknowledges that it may enter into credit facility with various lenders whereby the repayment of loans shall be routed through Mswipe. The Merchant hereby unconditionally authorises Mswipe to deduct all such amounts as may be agreed between the Merchant and the lender from the net payments to be paid by Mswipe to the Merchant.
3.8. Net payments after deducting the fees, MDR or any other amount recoverable from the Merchant, Mswipe shall make payment to the Merchant account directly.
3.9. In the event of a Customer making a purchase by a Valid Mode and the customer or the bank associated with Mswipe with whom the Customer has taken the Valid Card or the account with respect to which the Other Mode is linked to raises any dispute whatsoever Mswipe shall forthwith inform the Merchant of the same and the Merchant shall be obliged, forthwith, to refund all such amounts received without any demur or protest whatsoever. Mswipe shall, without prejudice to its other rights, be entitled to debit the payment to be made to the Merchant and/or from any other account of the Merchant with Mswipe and/or shall also be entitled to set-off the same from any amounts due to the Merchant by Mswipe and make a corresponding credit to the Customer's Valid Card or account, as the case may be. If the dispute raised by the Customer is decided, to the satisfaction of Mswipe or Facility Providers, in favour of the Merchant, such payment shall be forthwith returned to the Merchant without any interest after the monies have been recovered from the Customer. Mswipe or Facility Providers shall not be liable for any delay in returning the payment to the Merchant and shall be absolved from all liabilities thereon.
3.10. In the event of a Customer making a purchase by a Valid Mode and requesting Facility Providers for a refund on any grounds whatsoever, or in the event of the Customer raising any dispute in respect of the Mswipe Products whatsoever, Mswipe shall forthwith inform the Merchant of the same and shall cause and the Merchant shall be obliged to, forthwith, refund all such amounts to Mswipe and such refund shall be made in a period of not more than 5 (five) days. If the Merchant and the Customer are unable to arrive at a satisfactory resolution of the problem within a period of 10 (ten) days thereafter, Mswipe shall be entitled to cause a direct credit to the disputing Customer's account for the disputed amount by debiting the Merchant's account. Such a debit to the Merchant's account and the direct credit to the disputing Customer's account shall not be disputed by the Merchant in any manner whatsoever. In the event of the Customer and the Merchant arriving at a settlement within the said 10 (ten) days period, Mswipe shall cause to deal with the said moneys in accordance with the terms of the settlement. Mswipe or Facility Providers shall not be liable to any Customer and the Merchant shall indemnify and keep indemnified Mswipe and Facility Providers against any claims, damages, liabilities, costs, expenses, legal fees suffered by Mswipe and Facility Providers.
4. MERCHANT DISCOUNT RATE [MDR] AND TRANSACTION RECEIPT PRESENTMENT
4.1. In consideration of the transaction processing services the Merchant agrees to pay to Mswipe, the Merchant Discount Rate as mentioned in the Application and any further charges as detailed in the Application and or these Terms and Conditions, which shall be deducted by Mswipe from the amounts payable to the Merchant in respect of a Transaction Amount.
4.2. If any extra credit is given by the Merchant to the Cardholder/ Customer without prior approval of Mswipe, the Merchant shall do so at its own risk and responsibility. In such case the entire transaction would be treated as void and Mswipe will reject payment of the same.
4.3. All applicable tax including service tax, consumption tax or value added tax whether currently in force or introduced after the effective date of the Application and any other taxes, duties, fees and charges arising out of the performance of the Application shall be borne by the Merchant.
5. PRESENTMENT OF TRANSACTIONS AND REFUNDS
5.1. The Merchant agrees to inform the Cardholder/ Customer about its credit refund policy clearly mentioning the same in bill invoice and/ or on the website.
5.2. If in respect of any transaction, any goods/ services are not received as described, by the Cardholder/ Customer or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the Cardholder/ Customer or price adjustment is allowed, the Merchant shall not make a cash refund but shall provide the invoice and other relevant documents to Mswipe for verification and investigation. The Merchant shall sign and date each invoice and other related documents to be provided to Mswipe and include a brief description of the items concerned therein.
5.3. In the event of a refund to a Cardholder/ Customer, the Merchant shall not make a cash refund to the Cardholder/ Customer. The Merchant must a refund request in the manner as specified by Mswipe from time to time. The Merchant must not process a refund transaction, unless there is a preceding corresponding debit on a card account. In the event that only Transaction Receipt are presented to Mswipe at any time, the Merchant shall at the same time make payment of the net refund (i.e. the total refund(s) to the Cardholder(s)/ Customer(s) less the discount) to Mswipe. The Merchant shall ensure that Mswipe has enough funds of the Merchants to process any refund request received from the Merchant. Mswipe shall not be liable to process any refunds request in case of insufficiency of Merchant’s funds.
5.4. The Merchant agrees and acknowledges that refunds shall not be processed by Mswipe after a period of 180 (One Hundred and Eighty) days from the date of transaction.
5.5. The Merchant further agrees and acknowledges that, in case of any refund or Chargeback, the MDR charged by Mswipe shall not be refunded to the Merchant or the Cardholder/Customer.
5.6. In situations where there is a time gap between the sale date and the refund date, which causes a currency translation difference for transactions on foreign cards, Mswipe will have the right to recover the equivalent INR amount pertaining to such foreign exchange currency translation differences from the Merchant, for the purpose of crediting the same to the Cardholder's/ Customer’s account.
5.7. By presentation of any transaction information (which for the purposes of these Terms and Conditions means any invoice, delivery report and/ or any information in respect of any transaction presented to Mswipe by or on behalf of the Merchant) the Merchant warrants to and agrees with the Mswipe and the Facility Providers:
5.8. That the Merchant has supplied or caused to be supplied, the goods/ and or services to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such goods and/ or service are supplied by the Merchant for cash;
5.9. That no other Transaction Receipt or invoice or information shall be issued or presented in respect of the goods and/ or services to which the transaction information relates;
5.10. That the provision of credit for the supply of goods and/ or services to which the transaction information relates is not unlawful;
5.11. That the transaction information relates to a Valid Charge and that the Merchant has complied with these Terms and Conditions; and
5.12. Neither the receipt by Mswipe of any transaction information nor any payment by or any act of omission by Mswipe (other than an express written acknowledgement or waiver thereof by Mswipe) shall constitute or be deemed to constitute any acknowledgement or waiver of compliance by the Merchant with any of the warranties specified in this Application.
6. CHARGEBACK
6.1. The Merchant undertakes that any charges accepted by Mswipe, which prove to be uncollectable and or are Chargebacks, shall be the exclusive financial responsibility of the Merchant. The Merchant undertakes to pay such uncollectible charges and or Chargebacks (including any processing fees or any other fees incurred by Mswipe in respect of such uncollectible charges and/or Chargebacks) without any demur or protest.
6.2. Merchants shall be solely responsible for handling any Chargebacks claims raised by the Customer for any fraudulent or disputed Transaction.
6.3. Merchant shall at all times provide access to all the Chargeback and fraudulent transaction reports and any other documents as may be required by Mswipe.
6.4. Merchant shall bear all the losses relating to this business including but not limited to penalties levied on Chargebacks, fraudulent Transaction by the regulators, law enforcement and any other agency under Applicable Law.
7. FEATURES
7.1. ATMLE
7.1.1. The Merchant may avail the ‘ATMLE’ feature offered by Mswipe by paying an annual activation fee as may be prescribed by Mswipe from time to time. By availing ‘ATMLE’, the Merchant shall be entitled to provide the cash@POS service to its Customers in accordance with these terms and conditions.
7.1.2. The Merchant shall be entitled to receive fixed commission for each ATMLE transaction which shall be credited to the Merchant along with the Valid Charges.
7.1.3. The Merchant undertakes to use the ‘ATMLE’ services for its Customers only and shall not take undue advantage of the feature by swiping or dipping their own or their relatives Valid Cards.
7.1.4. The Merchant agrees and understands that all ‘ATMLE’ transactions shall be subject to the applicable laws and shall be undertaken in accordance with the RBI guidelines as may be applicable.
7.1.5. Mswipe reserves the right to impose limitation on the number of transactions or amounts that can be withdrawn through ATMLE using a particular Valid Card or on the Equipment.
7.1.6. The Merchant agrees and undertakes to collect all such documents from the Customers availing the cash@POS services as may be notified by Mswipe from time to time.
7.2. ATMExpress
7.2.1. The Merchant may avail the ‘ATMExpress’ feature offered by Mswipe by availing the Equipment as may be made available by Mswipe from time to time and by paying an annual activation fees as may be prescribed by Mswipe from time to time. By availing ATMExpress, the Merchant shall be entitled to provide cash withdrawal services against Valid Charge created by the Customers in accordance with these terms and conditions.
7.2.2. The Merchant shall be entitled to receive fixed commission for each ATMExpress transaction which shall be credited to the Merchant along with the Valid Charges.
7.2.3. The Merchant undertakes to use the ATMExpress services for its Customers only and shall not take undue advantage of the feature by swiping or dipping their own or their relatives Valid Cards.
7.2.4. The Merchant agrees and understands that all ATMExpress transactions shall be subject to the applicable laws and shall be undertaken in accordance with the RBI guidelines as may be applicable.
7.2.5. Mswipe reserves the right to impose limitation on the number of transactions or amounts that can be withdrawn through ATMExpress using a particular Valid Card or on the Equipment.
7.3. CAAT
7.3.1. The Merchant may avail the credit against authorised transactions (“CAAT”) feature offered by Mswipe wherein the Valid Charges for all authorised transactions shall be credited to the Merchants account, except under circumstances beyond the reasonable control of Mswipe. The Merchant agrees to pay a premium MDR as may be prescribed by Mswipe from time to time on each transaction for availing the CAAT feature.
7.3.2. The Merchant agrees and understands that for availing the CAAT feature the Merchant’s right to void or cancel any transaction shall be suspended.
7.4. MVENTRY
7.4.1. Mswipe may offer an inventory management platform ‘Mventry’ to its Merchants through which the Merchants can manage inventory, invoices, payments, customers, etc.
7.4.2. Merchant may register itself on the Mventry platform by paying a one-time installation fees and a monthly subscription fee, as may be notified by Mswipe from time to time.
7.4.3. Upon installation, Mswipe shall provide the Merchant login details for accessing the Mventry. Merchant agrees and understands that Mswipe is only a platform provider, and the Merchant shall at all times be responsible and liable for the inventory data, pricing details and other such details provided by the Merchant on Mventry.
7.4.4. The Merchant understands that the performance of Mventry is dependent on the data provided by the Merchant and shall ensure that the data provided on Mventry is updated on a regular basis.
7.5. POS EMI
7.5.1. The Merchant undertakes to facilitate disbursement of pre-approved loan amounts from lenders enlisted with Mswipe to Customers through Mswipe Systems in accordance with the term of these Terms and Conditions (“POS EMI”).
7.5.2. The Customer may request disbursement from lender through Mswipe System for purchase of goods and services from the Merchant and the Merchant shall initiate the processing of the POS EMI request in the manner as intimated by Mswipe from time to time. However, the Merchant shall deliver its goods and services only upon receipt of authorization by the lender through Mswipe System.
7.5.3. Upon authorization, of all EMI POS transactions shall be presented and settled in accordance with terms of these Terms and Conditions.
7.5.4. For the purpose of POS EMI transactions, “Valid Charges” shall mean a charge within the amount authorized by the lender, which is charged to the Customer on a Transaction Receipt in the form and manner prescribed by Mswipe.
7.5.5. The Merchant agrees and acknowledges that Mswipe shall be entitled to deduct MDR for POS EMI transactions as may be notified by Mswipe from time to time.
7.5.6. It is hereby clarified that Mswipe is only facilitating disbursement of pre-approved loans from the lender to the Customer. The Merchant shall be solely responsible for settling and/or processing any refund claim that may be raised by Customer relating to POS EMI transactions.
PART B
TERMS AND CONDITIONS APPLICABLE FOR MSWIPE GATEWAY SERVICES TRANSACTION
Mswipe Gateway Services shall mean provision of online payment gateway connectivity enabling the Customers to make payment through Merchant Website. For availing Mswipe Gateway Services, the Merchant shall ensure that their website or application (“Website”) is compliant with the PA-DSS Standards. The following terms and conditions shall be applicable to Merchant availing Mswipe Payment Gateway.
1. MSWIPE GATEWAY SERVICES
It means and includes the software, applications and systems of Mswipe and or its service providers through which a Valid Charge and payment of the Valid Charge to the Merchant is processed. In case of Mswipe Gateway Services, Merchant agrees to integrate the Merchant Website with the Mswipe Gateway Services.
2. PAY BY LINK
2.1. The Merchant may avail the ‘Pay by Link’ feature provided by Mswipe wherein the Merchant may generate a payment link for collecting /receiving payment from the Customer for the purchase of goods and services undertaken by such Customer at the Merchant’s establishment/ from the Merchant.
2.2. For generating a payment link through ‘Pay by Link’ feature, the Merchant will have to initiate a request for receiving payment by providing required information/ details which may include but is not limited to name of the Customer, mobile number and email of the Customer, validity period of the payment link, invoice number.
2.3. Upon generation and receipt of the payment link by the Customer, the Merchant shall ensure that the Customer makes payment through any of the Valid Modes supported by the payment link.
2.4. The Merchant agrees and acknowledges that ‘Pay by Link’ is only facilitating payment for transaction wherein the payment may be made by any of the Valid Modes. For avoidance of doubt, any transaction undertaken through ‘Pay by Link’ feature will be deemed as a transaction undertaken through a Valid Mode and the presentment, authorization and settlement of such transaction will be subject to this Part B of these Terms and Conditions.
2.5. The Merchant shall use Pay By Link feature only for products and services mentioned in approved by Mswipe and for no other products or services. In case of any deviation from the services without prior written approval of Mswipe, the Merchant undertakes to abide by the decisions of Mswipe including suspension of the pay out or refund to Customer or termination of Mswipe’s services, at Mswipe’s sole and absolute discretion which shall be final and binding on the Merchant.
3. MERCHANT REPRESENTATION WARRANTIES AND COVENANATS
3.1. The Merchant shall use Mswipe’s Gateway Services only for the Merchant’s Website as registered with Mswipe and for no other site/s. The Merchant shall use Mswipe Gateway only for goods and services mentioned in approved by Mswipe and for no other goods or services. In case of any deviation from the services without prior written approval of Mswipe, the Merchant undertakes to abide by the decisions of Mswipe including suspension of the pay out or refund to Customer or termination of Mswipe’s services, at Mswipe’s sole and absolute discretion which shall be final and binding on the Merchant;
3.2. Merchant's Website shall be uninterrupted or free from errors virus or other malicious, destructive or corrupting code, program and shall ensure that there is a smooth integration between Merchant Website and the Mswipe Gateway Services;
3.3. Merchant shall ensure that the Merchant Website is maintained as per the instructions of Mswipe and the same are in compliance with the Applicable Laws and the PCI- DSS and PA-DSS standards or any other relevant standards as may be prescribed from time to time;
3.4. Merchant shall ensure that Merchant Website shall not store Customer’s card data or any other payment data which is not necessary for the transaction.
3.5. Merchant shall ensure that the Merchant Website does not violate third party Intellectual Property Rights or proprietary rights;
3.5. Merchant shall only upload true and accurate information the Merchant Website, and in case of any inaccurate or untrue or incomplete information uploaded on the Merchant Site, Merchant shall take pro-active steps resolve issues.
4. AUTHORIZATION
4.1. Merchant must obtain an authorization through Mswipe Gateway Services for each, and every charge incurred by the Customer. Authorization in respect of charges can be obtained by any Valid Mode by providing such details as may be required by Mswipe from time to time.
4.2. Mswipe and its Facility Provider reserves the right to refuse any charges prior to authorisation in the following events:
4.2.1. The transaction is for any reason unlawful, unenforceable, doubtful or erroneous.
4.2.2. Any information presented electronically to Mswipe through the Merchant’s Website in respect of the transaction is not received in accordance with Mswipe requirements as communicated from time to time.
4.2.3. Any transaction made through a card outside the territory authorised for the use of the card.
4.2.4. Any transaction cancelled due to very high-risk score discovered by the use of Mswipe fraud mitigations tools.
4.2.5. The transaction not having obtained a necessary authorisation/authentication from the Facility Providers as required to be obtained.
4.2.6. The Customer’s name or account number or any other necessary details is found to be omitted, incorrect or incomplete.
4.2.7. Mswipe is of the opinion that there are suspicious circumstances surrounding the transaction.
4.2.8. If the transaction was not made in accordance with Mswipe Gateway Services requirements for processing such transaction.
4.2.9. Any authorization given through Mswipe Gateway Services will be at Mswipe and/or its Facility Provider’s absolute discretion and Mswipe may further, in such an event, also direct the Merchant to take immediate preventive action.
4.2.10. In case of any disputes regarding authorizations given by Mswipe and/or its Facility Provider regarding any details pertaining thereto the decision of Mswipe and /or its Facility Provider to grant or refuse authorization and the details mentioned by Mswipe shall be final and binding on the Merchant.
4.2.11. Mswipe reserves the right to discontinue the Mswipe Gateway Services and/or terminate these Terms and Conditions on any of the aforesaid grounds and recover such amounts from the Merchant in case it is exposed to losses due to Chargebacks or any other reason.
5. TRANSACTION HANDLING
5.1. The Merchant in handling transaction(s) via the Merchant’s platform and Mswipe Gateway Services must ensure that the extraction of data from the Valid Mode must be in the manner specified by Mswipe (this may vary from time to time, but Mswipe will give prior notice of variation to the Merchant).
5.2. Deliver to the Customer a bill mentioning the Transaction Amount received from the Customer through Mswipe Gateway Services.
5.3. The Merchant understands and acknowledges that the Facility Providers reserve the right to impose limits on the number of transactions undertaken using a particular Valid Mode and the value of a single transaction during any time period and reserves the right to refuse to make payments to the Merchant in respect of transactions exceeding such limit. Mswipe also reserves the right to fix a daily merchant limit (i.e. the amount beyond which the Valid Mode cannot be accepted in a day on Mswipe Gateway) or such other limits as may be specified by Mswipe from time to time.
5.4. In the event the Merchant fails to deliver products or services to the Customer within the delivery due date or failing to give credit to the Customers for the payment amount and the Customer makes a complaint to Mswipe or Facility Providers, the Merchant shall fulfill its obligations promptly or refund the transaction amounts to the Customer. The Merchant shall be responsible for any loss or claims pertaining to such transactions.
5.5. Unless otherwise permitted by Applicable Law or Mswipe, the Merchant shall not require any Customer to pay any surcharge, to pay any part of the MDR, whether through any increase in price or otherwise, or to pay any contemporaneous finance charge in connection with the Transaction in which a Valid Mode is used.
6. WARRANTY DISCLAIMER
Mswipe specifically does not make any representation or provide any warranty and/or condition that the operation of the Mswipe Gateway will be wholly error free or wholly uninterrupted, that the Mswipe Gateway will operate on any and all hardware platforms or in any and all combinations which may be selected for use by Merchant or with any and all non-licensor software used by Merchant.
7. VIRUSES
Mswipe warrants to Merchant that Mswipe Gateway delivered to Merchant under these Terms and Conditions will, at the time of delivery to the Merchant, be free of any virus, worm, trojan horse or other software routine, device or component designed to erase, corrupt or otherwise harm Mswipe Gateway or Merchant’s Data. The term “Viruses” does not include any software routines, devices or components designed to permit Mswipe to obtain reasonable access to Merchant’s computer system for purposes of fulfilling its obligations in terms of these Terms and Conditions including but not limited to maintenance and system configuration or to monitor and/or enforce Licensee’s compliance with its obligations under these Terms and Conditions. As part of the deployment of the Mswipe Gateway Services or any update or upgrade thereto, Mswipe shall issue a deployment notice with respect to Mswipe Gateway Services, or any update deployed pursuant to these Terms and Conditions which will contain a statement with respect to virus scan of Mswipe Gateway Services or any update or upgrade conducted by Mswipe. Mswipe’s entire liability and Licensee's sole remedy against Mswipe, for each breach of the warranty contained in this Clause shall be limited to requiring Mswipe to deliver a replacement copy of the Mswipe Gateway Services to Licensee free of Viruses.
8. PRESENTMENT OF TRANSACTIONS AND PAYMENT OF TRANSACTION AMOUNT
8.1. By presentation of any transaction information (which for the purposes of these Terms and Conditions means any invoice, delivery report and/ or any information in respect of any transaction presented to Mswipe by or on behalf of the Merchant) the Merchant warrants to and agrees with the Mswipe and the Facility Providers:
8.1.1. that the Merchant has supplied or caused to be supplied, the goods/ and or services to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such goods and/ or service are supplied by the Merchant for cash;
8.1.2. that no other Transaction Receipt or invoice or information shall be issued or presented in respect of the goods and/ or services to which the transaction information relates;
8.1.3. that the supply of goods and/ or services to which the transaction information relates is not unlawful or does not relate to any goods or services prohibited or banned;
8.1.4. that the transaction information relates to a Valid Charge and that the Merchant has complied with these Terms and Conditions.
8.1.5. Neither the receipt by Mswipe of any transaction information nor any payment by or any act of omission by Mswipe (other than an express written acknowledgement or waiver thereof by Mswipe) shall constitute or be deemed to constitute any acknowledgement or waiver of compliance by the Merchant with any of the warranties specified in these Terms and Conditions.
8.1.6. The Merchant shall be responsible for the delivery of the goods/ services to the Customer.
8.1.7. After the delivery of goods/services to the Customer, Merchant shall keep Mswipe informed about the delivery of the goods/services and Mswipe shall pay to the Merchant, Valid Charges specified in the Transaction Receipt on a T + 1 Business Day, except under circumstances beyond the reasonable control of Mswipe. For the purpose of this Clause, ‘T’ shall mean the date of confirmation of the delivery to the Customer that shall be communicated to Mswipe. Payment of such charges by Mswipe is not to be construed or deemed to mean that the charges involved are Valid Charges. Mswipe reserves the right to change the settlement timelines pursuant to any change in Applicable Laws or due to any requirement from the Facility Providers.
8.1.8. Mswipe will be entitled, at any time to set-off and adjust outstanding of the Merchant, against all payments due to the Merchant and such set-off and/or adjustments shall be final and binding on the Merchant.
8.1.9. Where Mswipe has reason to believe that any charges have been fraudulently incurred or charged on a Valid Mode Mswipe has reason to investigate or cause to be investigated any charges (hereinafter referred to as “Suspect Charges”), Mswipe shall be entitled to withhold payment (without interest) pertaining to such Suspect Charge(s).
8.1.10. Provided that if Mswipe determines after due enquiry and investigation that the charge is a Valid Charge and not a Suspect Charge, Mswipe shall release such withheld payment.
8.1.11. Provided further that if Mswipe determines after due enquiry and investigation that any Suspect Charge is not a Valid Charge, Mswipe shall be entitled not to pay the same at all to the Merchant and or deduct such amounts from any Transaction Amounts payable to the Merchant and the Merchant undertakes not to raise any claims thereto.
8.1.12. If Mswipe suspects, on reasonable ground and in its sole and exclusive opinion, that the Merchant has been negligent, or has committed a breach of these or act/s of dishonesty or fraud against Mswipe or any Cardholder/ Customer, Mswipe shall be entitled to suspend all payments under these Terms and Conditions to the Merchant pending enquiries by Mswipe and resolution of the same to the Mswipe's satisfaction.
8.1.13. The Merchant hereby acknowledges that it may enter into credit facility with various lenders whereby the repayment of loans shall be routed through Mswipe. The Merchant hereby unconditionally authorises Mswipe to deduct all such amounts as may be agreed between the Merchant and the lender from the net payments to be paid by Mswipe to the Merchant.
8.1.14. Net payments after deducting the fees, MDR or any other amount payable by the Merchant to Mswipe shall be made to the Merchant by Mswipe directly into the respective account of the Merchant or by cheques.
8.1.15. Rejection of Payment: Mswipe and the Facility Providers may reject payment in respect of any Transaction including but not limited for the following reasons:
8.1.15.1. The Merchant has not obtained a necessary authorisation or Mswipe, the Facility Providers and the Acquiring Banks are entitled to reject payment in terms of these Terms and Conditions;
8.1.15.2. Any Transaction which the Customer refuses to pay because the product / services provided by the Merchant to the Customer was not as promised or was defective or was not delivered;
8.1.15.3. The issuing bank advises that the Valid Mode details does not match any number on file;
8.1.15.4. Payment in respect of the Transaction or the relevant instalment of the purchase price has already been made;
8.1.15.5. The order for purchase of goods or service was not confirmed by the Merchant within 3] (Three) calendar days from the date the order was placed;
8.1.15.6. Any charge/ debit, which is a suspect charge/debit or is thought to be irregular or fraudulent in nature by Mswipe, facility Provider, in its sole opinion and assessment;
8.1.15.7. Any charge/debit arising out of any hacking, breach of security or encryption (if any) attributable to the Merchant due to the manner in which the Merchant handled the Customer Information or cardholder/ transaction details.
8.1.16. Mswipe and the Facility Providers is entitled to reject payments in respect of any Transaction or demand a refund, Mswipe shall be entitled to set off and deduct from any payment due to the Merchant, and in doing so Mswipe may:-
8.1.16.1. debit the Merchant’s account held with Mswipe, forthwith; and/or;
8.1.16.2. deduct the outstanding amount from subsequent credits to the Merchant’s account, and/or;
8.1.16.3. if there are insufficient funds available in the Merchant’s account, Mswipe shall claim from the Merchant the amount from the Merchant and the Merchant shall forthwith on receipt of the claim from Mswipe pay the outstanding of the refund to the extent to which such funds proves inadequate.
8.1.17. Merchant’s Security Deposit Account Balance: Mswipe may, at its sole discretion and with prior intimation to the Merchant, retain a minimal amount out of amounts payable to the Merchant (“Reserve Amount”). The Merchant agrees that Mswipe may impose Transaction limits or additional Reserve Amount, either temporarily or permanently, which are more restrictive than limits placed on the Merchants in order to reduce Mswipe’s risk of loss under varying circumstances.
9. REFUNDS AND RECOURSE
9.1. The Merchant shall inform the Customer and prominently display on the Merchant’s platform the return and credit refund policy.
9.2. If in respect of any transaction, any goods/ services are not received as described, by the Customer or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the Customer or price adjustment is allowed or the Merchant expresses inability to deliver the goods and/or perform the services fully or partially after capturing the transaction and before the delivery but post settlement or if the Merchant accepts the Customer claims for crediting his account back after the delivery of goods and services and settlement, the Merchant shall not make a cash refund but shall provide the invoice and other relevant documents to Mswipe for verification and investigation. The Merchant shall sign and date each invoice and other related documents to be provided to Mswipe and include a brief description of the items concerned therein.
9.3. The Merchant must raise a refund request through Mswipe Gateway in the manner and process prescribed by Mswipe. The Merchant must not process a refund transaction, unless there is a preceding corresponding debit to the Customer’s account. In the event that only Transaction Receipt are presented to Mswipe at any time, the Merchant shall at the same time make payment of the net refund (i.e. the total refund(s) to the Customer(s) less the discount) to Mswipe. The Merchant shall ensure that Mswipe has enough funds of the Merchants to process any refund request received from the Merchant. Mswipe shall not be liable to process any refunds request in case of insufficiency of Merchant’s funds.
9.4. The Merchant agrees and acknowledges that refunds shall not be processed by Mswipe after a period of 180 (One Hundred and Eighty) days from the date of transaction.
9.5. The Merchant further agrees and acknowledges that, in case of any refund or Chargeback, the MDR charged by Mswipe shall not be refunded to the Merchant or the Customer.
10. CHARGEBACKS
10.1. The Merchant undertakes that any charges accepted by Mswipe, which prove to be uncollectable and /or are Chargebacks, shall be the exclusive financial responsibility of the Merchant. The Merchant undertakes to pay such uncollectible charges and /or Chargebacks (including any processing fees or any other fees incurred by Mswipe in respect of such uncollectible charges and/or Chargebacks) without any demur or protest.
10.2. The Merchant shall repay amounts with respect of a transaction including but not limited to on the occurrence of any of the events:
10.2.1. Any charge/debit on a Valid Mode arising out of any hacking, breach of security or encryption (if any) that may be attributable to the Merchant due to the manner in which the Merchant handled the Customer information or cardholder/ transaction details.
10.2.2. The transaction is for any reason unlawful or unenforceable.
10.2.3. Any information presented electronically to Mswipe in respect of the transaction is not received in accordance with Mswipe’s requirements from time to time.
10.2.4. Transaction is posted more than once to Customer’s account.
10.2.5. The Transaction is doubtful or erroneously paid to the Merchant.
10.2.6. The product or services are rejected or returned, or the Customer disputes the nature, quality, quantity of the goods or services.
10.2.7. The transaction is validly cancelled or terminated by the Customer.
10.2.8. The Customer disputes or denies the occurrence of the transaction or the sale or delivery of the goods or services covered by the transaction.
10.2.9. Any other events or circumstances under which a Chargeback is mandated to be effected under the card association rules or Applicable Laws.
10.2.10. Any other event or circumstance which the Mswipe shall from time to time notify to the Merchant in writing shall have occurred at the date of the transaction.
11. WITHHOLDING
11.1. All Transaction Amount due to the Merchant under these Terms and Conditions may be withheld or delayed till such time as Mswipe and/or Facility Providers deems fit, if (a) the Merchant or its Customer or a third party commits any fraud or violates any law or legal requirement; (b) Mswipe and/or the Facility Provider have reasons to believe that a fraud has been committed against the Customers, Mswipe and/or Facility Provider, 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 Merchant’s goods and/or services to customers; or (e) for any other reasonable reasons. In the event of suspended or delayed payments mentioned above, Mswipe shall intimate the same to the Merchant as per the Applicable Laws.
11.2. It is agreed between the Parties that in the event any amount to be received from the Merchant by Mswipe is over and above the amount which has been withheld by Mswipe, Mswipe shall have a right to raise an invoice relating to such payments to be made and the Merchant agrees to make payments of such invoice within a period of 5] ([five]) days of receiving the invoice. Such unpaid amounts by the Merchant shall be subject to an interest, chargeable at the rate of two percent (2 %) per month after the expiry of [5] ([five]) days.
11.3. This Clause shall survive any termination of these Terms and Conditions.
PART C
TERMS AND CONDITIONS FOR UNIFIED PAYMENT INTERFACE (“UPI”)
UPI is a system that is developed by National Payment Corporations of India (“NPCI”) that links the bank accounts and ensures that seamless and facilitation of the transaction. Mswipe to facilitate UPI payment shall install and activate the QR Code which shall ensure facilitation of the transaction from Customer’s account to the Merchant’s account. The Merchant shall be obligated to with the PCI-DSS standards.
1. MQR
1.1. For availing QR Code based payment option provided by Mswipe (“MQR”), the Merchant shall register on the MQR platform in the manner as may be notified by Mswipe from time to time. Upon installation of MQR on the Merchant’s system, the Merchant shall be provided with login credentials which shall be used for processing all transactions for purchase of Merchant’s goods and services through MQR.
1.2. The Merchant undertakes to use the MQR mode of payment for the Customers only and shall not take undue advantage of the feature by scanning Merchant’s own or Merchant’s relatives’ payment application.
1.3. Mswipe at all times reserve the right to impose limitation on the number of transactions or amounts that can be paid through MQR available at the Merchant’s location.
1.4. The Merchant acknowledge that Mswipe shall be entitled to charge MDR on all transactions processed through MQR which may be different from the MDR charged by Mswipe on transactions through Mswipe’s other features and services.
2. DEFINITIONS
2.1. “Authorization” shall mean transaction initiated by the Customer using its credentials viz. UPI PIN, Passcode, etc. through the UPI Application as stipulated in these terms and conditions.
2.2. “UPI Number” shall mean the virtual payment address that is created by the Customer to ensure seamless transaction for the purchase of goods and services from the Merchants.
2.3. “UPI PIN” shall mean the password created by the Customer to authorize the transaction from a bank account.
3. AUTHORIZATION
3.1. Merchant must obtain an authorization for each and every charge incurred by the Customer and shall not deliver the goods or services until authorization in respect of charges can be obtained by validating the transaction by the Customer providing their UPI PIN or such other details as may be necessary under Applicable Law or required by Mswipe from time to time using the Equipment or through Other Mode by validating the transaction by the Customer in the manner prescribed by Mswipe from time to time for using the Other Mode.
3.2. Merchant shall provide all the assistance require by Mswipe to comply with the NPCI circulars, procedures and guidelines for on boarding.
3.3. If the Merchant accepts charges without prior authorization, Mswipe will not be responsible for any such charges or any part thereof and all such charges will be accepted only on a collection basis.
3.4. Mswipe or NPCI reserves the right to refuse the charges if an authorization is declined. Any authorization given through the Equipment will be at Mswipe’s absolute discretion and Mswipe may further, in such an event, also direct the Merchant to take immediate preventive action.
3.5. In case of any disputes regarding authorizations given by NPCI regarding any details pertaining thereto (UPI-PIN) the decision of Mswipe or NPCI to grant or refuse authorization and the details mentioned by Mswipe shall be final and binding on the Merchant.
3.6. Mswipe reserves the right to discontinue the Support Service and/or terminate this Application or terminate the right to use the Equipment granted to the Merchant on any of the aforesaid grounds and recover such amounts from the Merchant in case it is exposed to losses due to Chargebacks or any other reason.
3.7. The Merchant shall refrain from indulging in any practice whereby the Merchant refuses to accept a Valid Mode for payment.
4. TRANSACTION HANDLING
4.1. The Merchant in handling transaction(s) must ensure that the extraction of data from must in in a manner as specified by Mswipe or NPCI (this may vary from time-to-time basis the change in regulation by NPCI).
4.2. The Merchant understands and acknowledges that the NPCI reserves the right to impose limits on the number of transactions undertaken and value of single transaction during any time period, NPCI shall not provide authorization or Mswipe reserves the right to refuse to make payments to the Merchant in respect of transactions exceeding such limit.
4.3. The Merchant shall deliver the Customer a bill mentioning the Transaction Amount received from the Customer.
MERCHANT DISCOUNT RATE [MDR] AND TRANSACTION RECEIPT PRESENTMENT
4.4. In consideration of the transaction processing services the Merchant agrees to pay to Mswipe, the Merchant Discount Rate as prescribed by NPCI.
4.5. All applicable tax including service tax, consumption tax or value added tax whether currently in force or introduced after the effective date of the Application and any other taxes, duties, fees and charges arising out of the performance of the Application shall be borne by the Merchant.
5. PRESENTMENT OF TRANSACTIONS AND REFUNDS
5.1. If in respect of any transaction, any goods/ services are not received as described, by the Customer or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the Customer or price adjustment is allowed, the Merchant shall not make a cash refund but shall provide the invoice and other relevant documents to Mswipe for verification and investigation. The Merchant shall sign and date each invoice and other related documents to be provided to Mswipe and include a brief description of the items concerned therein.
5.2. In the event of a refund to a Customer, the Merchant shall not make a cash refund to the Customer. The Merchant must a refund request in the manner as specified by Mswipe from time to time. The Merchant must not process a refund transaction, unless there is a preceding corresponding debit on an account of the Merchant. In the event that only Transaction Receipt are presented to Mswipe at any time, the Merchant shall at the same time make payment of the net refund (i.e. the total refund(s) to the Customer(s) less the discount) to Mswipe. The Merchant shall ensure that Mswipe has enough funds of the Merchants to process any refund request received from the Merchant. Mswipe shall not be liable to process any refunds request in case of insufficiency of Merchant’s funds.
5.3. By presentation of any transaction information (which for the purposes of these Terms and Conditions means any invoice, delivery report and/ or any information in respect of any transaction presented to Mswipe by or on behalf of the Merchant) the Merchant warrants to and agrees with the Mswipe, NPCI and the Facility Providers:
5.4. that the Merchant has supplied or caused to be supplied, the goods/ and or services to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such goods and/ or service are supplied by the Merchant for cash.
6. CHARGEBACK
6.1. Merchants shall be solely responsible for the for handling any chargebacks claims raised by the Customer for any fraudulent or disputed Transaction.
6.2. Merchant shall at all times provide access to all the chargeback and fraudulent transaction reports and any other documents as may be required by Mswipe.
6.3. The Merchant shall adhere to all the necessary regulations and circular and shall comply with the timeline for Chargebacks or wrong credits. The turnaround time for Chargeback shall T+5 Business Days from the date of raising the claim.
6.4. Merchant shall bear all the losses relating to this business including but not limited to penalties levied on Chargebacks, fraudulent Transaction by the regulators, law enforcement and any other agency under Applicable Law.
7. DE-BOARDING
7.1 As per the NPCI regulations and circulars the Merchant shall furnish to Mswipe all the necessary documents and records at the time of de-boarding.
PART D
TERMS AND CONDITION APPLICABLE TO THE MERCHANTS USING AMAZON PAY AND ALERT SERVICES (“Additional Terms and Conditions”)
These terms and conditions shall be applicable to all Merchants availing Amazon Services and shall be in addition to the terms and conditions specified above. The Merchants using the Amazon Services shall be subject to the Terms and Conditions, these Additional Terms and Conditions, Amazon Pay Balance Service Terms and Programme Policies (collectively referred to as “Amazon Services T & C”). If there is any conflict between the Terms and Conditions, Additional Terms and Conditions, Programme Policies and the e-Payment Service Terms or the Amazon Pay Balance Service Terms, the Programme Policies will govern. If there is any conflict between these General Terms and the Service Terms, the Service Terms will govern.
1. DEFINITIONS
As used in this Clause, the following terms have the following meanings:
1.1. “Amazon Services” shall mean the Amazon QR Code on the Soundbox through which Merchants can collect payments from Customers in respect of sale of Merchant products using the payment method, including but not limited to e-Payment Method and Amazon Pay Balance Method and shall include the Alert Services provided through the Soundbox. By clicking “I Accept” or “I Agree” on the signup page, or by accessing and using our products and/or services in any way, you agree to be bound by these terms and conditions as specified above.
1.2. "Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Mswipe or Amazon, "Affiliate" means solely its Affiliates domiciled in India.
1.3. "Amazon Associated Properties" means any website or other online point of presence, other than the Amazon Pay Site, through which any services available thereon are syndicated, offered, merchandised, advertised or described.
1.4. "Amazon Pay Balance" means the value in the semi-closed loop pre-paid instrument (including stored value account or gift card) issued by Amazon or a third party which is co-branded with its brand name, to enable customers to utilize such stored value account/ payment instrument to purchase goods and/ or services from: (a) merchants who have a specific contract with Amazon to accept such stored value account/ payment instrument on their website(s)/ online or offline point(s) of presence; and/ or (b) merchants who have specific contracts with payment aggregators/ payment gateways/ digital marketplaces that accept such stored value account/ payment instrument.
1.5. "Amazon Pay Site" means https://amazonpay.in, which will be available at launch of the Amazon Service.
1.6. "Amazon Pay User Agreement" means Amazon Pay User Agreement (https://www.amazonpay.in/help/202125300).
1.7. "Amazon Transaction Information" means, collectively, Transaction Information, and any other data or information including customer information acquired by Merchants from Mswipe and/or Amazon or its Affiliates, or otherwise as a result of these Terms and Conditions, the transactions contemplated hereby or the parties' performance hereunder.
1.8. "Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India; Mumbai, India; Seattle, Washington, United States of America; Luxembourg; and the Republic of Singapore.
1.9. "Content" means copyrightable works including images, logos, specifications, code, documents, data, software, software development kits, libraries, application programming interfaces, and other information, technology, related materials and other content protected under applicable Laws.
1.10. "Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights.
1.11. "Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
1.12. "Local Currency" means Indian Rupees (INR).
1.13. "Merchant" means merchants registered for Mswipe service(s), which integrate and launch the Amazon Services at the Merchant Store.
1.14. "Merchant Products" means any product, whether in the physical or digital form, or any service that is made available at the Merchant Store for sale, offered for sale or sold by the Merchant or other third-party merchants through the Amazon Service. Since the term "Merchant Product" includes physical goods and services, the references to the said defined term in these Terms and Conditions shall be construed in relation to the context in which it the term is used.
1.15. "Merchant Store(s)" means the physical shop, store, outlet or any other premises controlled and/or operated by the Merchant where Merchant Products are offered for sale.
1.16. "Merchant Trademarks" means Trademarks of Merchants that it provides to Mswipe: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
1.17. "Merchant Transaction" means any sale of Merchant Product(s) through the Amazon Service.
1.18. "Payment Method" means either or both of the two options chosen by Merchants for acceptance of electronic payments towards the sale of Merchant Products at the Merchant Store, (a) Amazon Pay Balance ("Amazon Pay Balance Method"); or (b) other electronic payment methods being the functionality made available by Amazon to enable customers of Merchant to use an quick response code or VPA to make payments in respect of sale of Merchant Products using payment methods that may be offered and enabled by third-parties ("e-Payment Method(s)").
1.19. "Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
1.20. "Programme Policies" means all terms, conditions, policies, guidelines, rules and other information on the Amazon Pay Site or on Seller Central, including those shown on the "Policies and Agreements" section of Seller Central or elsewhere in the "Help" section of Seller Central.
1.21. "Seller Central" means the online portal and tools made available by Amazon to Mswipe, for managing transactions and access to the Amazon Pay Site.
1.22. "Service Terms" means the service terms specific to the Amazon Services (in the case of Amazon Pay Balance Method, the Amazon Pay Balance Service Terms and in the case of the e-Payment Method, the e-Payment) set forth herein and as amended from time to time.
1.23. "Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
1.24. "Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.
1.25. "Transaction Information" means, with respect to any of Merchant Products, the transaction information posted on Seller Central constituting transaction details, shipping address, contact details and email address of Merchant's customers and other related information that is made available to the Merchant.
1.26. "Merchant Materials" means all Technology, Merchant’s Trademarks, Merchant’s Content, Required Product Information, data, materials, and other items provided or made available by Merchant to Mswipe or Amazon or its Affiliates.
1.27. "Merchant Taxes" means any and all value added, service, sales, use, excise, import, export, goods and service tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of Merchant Products by Merchants on or through or in connection with the Amazon Services, or otherwise in connection with any action, inaction or omission of Mswipe or its Affiliates or Merchants or their respective employees, agents, contractors or representatives.
1.28. "Merchant Trademarks" means Trademarks of the Merchant that Merchant provides to Mswipe: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
2. The Merchant hereby irrevocably and unconditionally authorises Mswipe to (i) collect payments on the behalf of Merchant from amazon customers towards its Products using the payment method. The Merchant hereby agrees to accept and/or enter into such agreements/arrangements, documentation, Programme Policies as intimated by Amazon in relation to the Amazon Services from time to time, prior to integration and/or use of the Amazon Services at the Merchant Store.
3. The Merchant hereby undertakes to provide Mswipe with their up-to-date business' legal name, details of business undertaken, address of their place of business, date of establishment, phone number, e-mail address, copy of PAN card and VAT or Service Tax or Goods and Services Tax Registration details (as applicable) and any other related information/documents as requested by Mswipe from time to time. The Merchant further agrees to keep Mswipe updated of any change or modification in the above-mentioned information or details. Mswipe shall not be responsible for any claims or damages arising due to incorrect or inaccurate information provided by the Merchant and shall be indemnified by the Merchant against any claim arising due to reasons attributable to the Merchant.
4. Mswipe or Amazon shall, at the expense of the Merchant, be entitled to engage a third-party auditor, in its sole discretion ("Auditor"), who will examine and provide a report to Mswipe, any records, information and/or other data or documents of the Merchants that are necessary to establish the Merchants' compliance or non-compliance with their obligations as specified under the Amazon Services T&C. Merchant hereby agrees to co-operate with such in such audit and provide such information and documents as may be requested by the Auditor or Mswipe.
5. The Merchants undertake not to engage in the sale of products and services prohibited/restricted under the Acceptable Use Policy of Amazon (https://www.amazonpay.in/help/6023) and shall comply with its provisions at all times.
6. In addition, the Merchant agrees that:
6.1. it shall offer the Payment Method as a payment option to its customers at its store;
6.2. it will be solely responsible for, and bear all risk and liability for its products and its store including but not limited to the use or display of Content (in a manner not permitted under this Amazon Services Terms and Conditions) or other materials at its store;
6.3. it shall display the Amazon Logo prominently at its stores, at least as prominently as the most prominent of any other third-party authentication service logo offered at its stores and comply with Style Guidelines available on https://www.amazon.in/merchant-tools;
6.4. if provided, it shall not use the Amazon Pay APIs for any purposes other than the transactions through the Amazon Services and particularly not for the purpose of monitoring the availability, performance, or functionality of any of Amazon Pay's products or services;
6.5. if it is allowed to cache data received using the Amazon Pay API, it shall refresh the data at such interval as specified by Mswipe;
6.6. it shall not use customer data to promote or export to a third-party, without written permission of Mswipe;
6.7. if it stops using the Amazon Services, it must delete all information about a customer received from us except the customer's name, email address and the transaction history;
6.8. it shall keep Mswipe informed at all times about its business activities and the nature of products including whenever it discontinues or launch any new products (whether digital or physical, or services) or whenever there is a change in the nature of products offered for sale at its store;
6.9. it shall delete all data received from Amazon and/or Mswipe concerning a customer if Mswipe or its customer asks it (as the case may be) to do so, and it will provide, an easily accessible mechanism for customer to make that request. It may be asked to delete the date data received from Amazon and/or Mswipe if it violates any of the terms herein;
6.10. it shall ensure that its infrastructure is in compliance with the 'Payment Card Industry-Data Security Standard' (PCI-DSS) and 'Payment Application-Data Security Standard' (PA-DSS), and it will, from time to time and on a request from Mswipe, share a report confirming compliance with foregoing standards;
6.11. it shall not save or store any payments data or any other related data, except for the limited purpose of transaction tracking, and it authorize and permit Mswipe and/or Amazon to undertake a security audit of its systems and servers associated with the Amazon Services to verify the compliance with the foregoing;
6.12. it, at all times, shall ensure to secure and maintain the privacy of the customer data;
6.13. it shall report any security incidents or card holder data breaches to Mswipe immediately as soon as the incident is identified, and it shall also furnish any additional information regarding such breach as Mswipe may seek, including root cause analysis and preventive actions undertaken;
6.14. it shall provide access to its technical infrastructure and systems, on a request from Mswipe, to enable Mswipe and/or Amazon to monitor and handle cyber security incidents and breaches;
6.15. it shall provide periodic security assessment reports based on request from Mswipe, if required under applicable Laws and allow Mswipe with access to its systems and infrastructure, in order to conduct security assessment periodically as per applicable Laws;
6.16. it shall ensure that it shall be solely responsible (without any involvement from Mswipe) to handle and redress any customer grievances or disputes in connection with the Products sold at its store, in all manner and also establish appropriate processes (including responsibilities, turn-around-time, etc.) for the same;
6.17. it shall provide Mswipe with any information pertaining to terms herein that Mswipe reasonably request to verify its compliance with terms herein.
7. Merchant shall only use a name it is authorized to use in connection with the Amazon Services and will update such information as necessary to ensure that it remains accurate and complete at all times. Merchant further authorizes Mswipe to verify its information (including any updated information), and to charge its bank account for any sums payable by it to Mswipe in accordance with the terms herein including taxes. All payments to Merchant (including payment for all Merchant Transactions) will be made to its bank account, via cheque or electronic transfers, or through any other means specified by Mswipe. Merchant agrees that Mswipe will not be liable for any failure to make payments to Merchant as a result of incomplete or inaccurate information provided by it with respect to its bank account or any other relevant account information. Merchant further agrees that Mswipe will not be liable for failure to make any such payments to the Merchants in relation Merchant Transactions.
8. In addition to our aforesaid right, Mswipe may instead choose to either (a) offset any amounts including tax that are payable by Merchant to Mswipe and/or Amazon against any payments Mswipe and/or Amazon may make to Merchant, (b) invoice Merchant for amounts (including taxes) due to Amazon and/or Mswipe, in which case Merchant shall pay the invoiced amounts and taxes upon receipt of the invoice; or (c) seek payment by any other lawful means. Except as provided otherwise, all amounts contemplated herein will be expressed and displayed in the Local Currency (INR), and all payments contemplated herein will be made in the Local Currency. If Mswipe discover erroneous or duplicate transactions, Mswipe reserve the right to obtain reimbursement from Merchant by deducting from any future payments owed to Merchant or seeking reimbursement by any other lawful means. Mswipe’s right to obtain reimbursement from Merchant will not limit its rights to dispute, in good faith dispute, any amounts Mswipe maintain are due or payable.
9. If Mswipe concludes based on information available with it, that Merchant's actions or performance in connection with the terms herein may result in a significant number of customer disputes, Chargebacks or other claims in connection with Merchant's use of the Amazon Services, then Mswipe may, in its sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to Merchant (including payment for Merchant Transaction) for the shorter of: (a) a period of 90 (ninety) days following the initial date of suspension of payments; or (b) completion of any investigation(s) regarding Merchant's actions or performance in connection with terms herein.
10. Merchant grants Mswipe a royalty-free, non-exclusive, worldwide, irrevocable right and license during the term to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, any and all of Merchant Materials, and to sublicense the foregoing rights to our Affiliates and operators of Amazon Associated Properties for the purpose of terms herein. It is hereby clarified that Mswipe will alter any of Merchant Trademarks from the form provided by it only to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same and will comply with removal requests of Mswipe as to specific uses of Merchant Trademarks. Nothing in terms herein will prevent or impair Mswipe’s right to use Merchant Materials without Merchant consent to the extent that such use is allowable without a license from Merchants (as the case may be) under applicable Law. Merchant undertake that it will, from the date it begins using the Amazon Services, place the Amazon Logo at its Stores and use the Amazon Logo in accordance with the Style Guidelines (https://www.amazon.in/merchant-tools) of Amazon.
11. Merchant represent and warrant to Mswipe that: (a) it will comply with all applicable Laws (including directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries) in performance of its obligations and exercise of its rights under the terms herein; (b) it will not allow usage of the Amazon Pay Balance Method to buy another semi-closed pre-paid instrument and will ensure compliance to the Master Direction on Issuance and Operation of Prepaid Payment Instruments dated October 11, 2017 (and as updated thereafter); (c) it will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws; (d) it will not sell any fake, counterfeit or prohibited products at its store; and (e) it have and will always provide terms and conditions at its store for transactions at its store, including for timeline for processing returns and refunds.
12. Merchant release Mswipe and/or Amazon from, and agree to indemnify, defend and hold harmless Mswipe and/or Amazon (and its officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) Merchant's actual or alleged breach of any representations or obligations in this terms herein; (b) any sales channels owned or operated by Merchant, Merchant's Products (including the offer, sale, fulfilment, refund, adjustment, or return thereof), Merchant Materials any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; and (c) Merchant Taxes. If at any time Mswipe determine in its sole discretion that any indemnified Claim might adversely affect Mswipe, Mswipe may request for exclusive control of the defense at its expense, subject to mutual agreement from Merchant. Merchant will not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
13. DISCLAIMER
THE AMAZON PAY SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE AMAZON SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE AMAZON SERVICES, MERCHANT'S ACCESS AND USE OF THE AMAZON PAY SITE, THE AMAZON SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY AMAZON IS AT MERCHANTS OWN RISK. OTHER THAN AS SPECIFIED HEREIN, MSWIPE AND THEIR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING TERMS HEREIN, THE AMAZON SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM MSWIPE NEGLIGENCE. MSWIPE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AMAZON PAY SITE OR THE AMAZON SERVICES WILL MEET MERCHANT'S REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND MSWIPE WILL NOT BE LIABLE FOR ANY AMAZON SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTION. SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY MERCHANTS, AND MSWIPE AND ITS AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT. BECAUSE MSWIPE IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND MERCHANTS, IF A DISPUTE ARISES, MERCHANTS RELEASE MSWIPE AND/OR AMAZON (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
14. LIMITATION OF LIABILITY:
MSWIPE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE TO MERCHANT OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY MERCHANT IN CONNECTION WITH ARRANGEMENT HEREIN, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR DIRECT OR INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO TERMS HEREIN, EVEN IF MSWIPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, MSWIPE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH TERMS HEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS OF REVENUE PAID BY MERCHANT TO MSWIPE IN CONNECTION WITH THE RELEVANT TRANSACTION.
15. Use of Amazon Transaction Information:
Merchants will not, directly or indirectly: (a) disclose or convey any Amazon Transaction Information (except it may disclose this information as necessary for it to perform its respective obligations under terms herein and to comply with the provisions of applicable Laws and provided that it ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to it related to that information); (b) use any Amazon Transaction Information for any marketing or promotional purposes whatsoever (except as permitted in these Terms and Conditions), or otherwise in any way inconsistent with Amazon or Mswipe or its (as the case may be) privacy policies or applicable Law; (c) contact a Person that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase; (d) disparage Amazon or Mswipe, their Affiliates, or any of their respective services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a user of the Amazon Pay Site or the Amazon Associated Properties. The terms of this Section do not prevent Merchant from using other information that may be acquired without reference to Amazon Transaction Information for any purpose, even if such information is identical to Amazon Transaction Information, provided that Merchant do not target communications on the basis of the intended recipient being a user of the Amazon Pay Site or Amazon Associated Properties. To the extent Amazon Transaction Information comprises of payments data and such related data, Merchant will not to store any such Amazon Transaction Information, and Merchants will store, if applicable, Amazon Transaction Information that is in the nature of payments data related to payments at the Merchant Store locally only in servers or systems located in India.
16. Modification:
Mswipe reserve the right to determine and control all aspects (including all functionality) of the Amazon Services as well as the right to re-design, modify and remove any or all aspects of them. Mswipe may amend any of the Amazon Services T & C at any time. All changes to the terms herein shall become applicable upon notification or updations on the Mswipe website or as per the timeline prescribed by applicable Laws. Changes to Programme Policies may be made without notice. Merchant should refer regularly to the Mswipe Website, Amazon Pay Site and Seller Central to understand the current Amazon Services T & C and to be sure that the each of the Products which Merchants offer for sale can be sold using the Amazon Services. MERCHANT’S CONTINUED ENROLMENT AND/OR MERCHANT'S CONTINUED USE OF THE AMAZON SERVICES AFTER MSWIPE OR AMAZON’S POSTING OF ANY CHANGES WILL CONSTITUTE MERCHANT’S ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
Mswipe retains the right to immediately halt or delay any transaction, prevent or restrict access to the Amazon Services in the event any of Merchant Products violate any applicable Law and/or any Amazon Services T & C. Merchant agrees that Mswipe may, in its sole discretion, disclose or make available any information provided or submitted by Merchant or related to its participation under these Terms and Conditions (including information regarding Merchants, Merchant Products or Merchant Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by Mswipe to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
17. Merchant Transactions
17.1. Transaction Processing: Mswipe will provide Transaction Information to Merchant for each Merchant Transaction undertaken through the Amazon Pay Balance Method. Sales Proceeds will be paid to Merchant only in accordance with Mswipe’s policy.
17.2. Fraud: Mswipe will bear the risk of Merchant Transactions which are fraudulent in nature and are made using Amazon Pay Balance which is loaded or re-loaded by theft and unauthorized use of a third party's financial information related to its credit card, debit card, net banking account or other user credentials, and Merchant will bear all other risk of fraud or loss. Mswipe may in its sole discretion delay, withhold for investigation, refuse to process, stop or cancel any of Merchant Transactions before authorisation and Transaction being successful. Merchant will stop or cancel or cause to stop or cancel orders and /or delivery of Merchant Products if Mswipe ask Merchant to do so (provided that if Merchant have transferred Merchant Products to the applicable carrier or shipper or have initiated transmission/delivery of Merchant Products (in the context of services or goods in the digital form), Merchant will use commercially reasonable efforts to ensure that it stop or cancel delivery by such carrier or shipper or restrict access to such transmission/delivery). Merchant will refund any Customer that has been charged for a transaction that Mswipe stop or cancel, where the delivery has not been done prior to such instructions.
17.3. Merchant further agrees to employ suitable measures as prescribed under applicable Laws at the Merchant Store to monitor and curb the number of Merchant Transactions which are fraudulent in nature and are made using Amazon Pay Balance at the Merchant Store.
18. Sale, Refunds and Returns
18.1. Sale. In connection with Merchant's use of the Services, the Merchant will: (a) not cancel any Merchant Transactions except as may be permitted pursuant to the terms and conditions of the Merchant or the Seller Central at the time of the applicable transaction or as may be required under these Amazon Services Terms; (b) provide to Mswipe information regarding Merchant’s name along with the location of the Merchant Stores, as maybe required, to enable Mswipe to create a directory of Merchants for customer awareness and permit Mswipe and/or Amazon to publicly display such information received from the Merchant for the purposes stated herein; (c) notwithstanding any other provision of these Amazon Services Terms, the Merchant shall be the seller of all Merchant Products made available for sale at Merchant Store and the Merchant shall identify itself as the seller of the Merchant Products on all packing slips or other information included with Merchant Products and as the Person to which a customer may return or request for a refund for Merchant Products, if applicable to the nature of Merchant Product.
18.2. Returns and Refunds. Merchant hereby accepts and process returns, refunds and adjustments in accordance with these Amazon Pay balance Service Terms and the refund and/ or returns policy of the Merchant. Merchant will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling, or other charges) or other amounts to be paid by Mswipe, on behalf of the Merchant, to customers in connection with Merchant Transactions (including in relation to Merchant Transactions that failed) and shall intimate the same to Mswipe for further processing. The Merchant shall be responsible to reimburse Mswipe for all amounts to be paid to the customers towards returns and refunds and Mswipe shall not be responsible for any refunds or returns unless such amounts are received from the Merchant. For the purposes of making the aforesaid payments to the customer, Merchant authorizes Mswipe to make such payments or disbursements from the available Settlement Amount. Mswipe reserves the right to modify or discontinue the refund policies. It is further clarified that in respect of the transaction taking place prior to the change will be as per the terms applicable at the time of the transaction.
18.3. A to Z Guarantee and Chargebacks If Mswipe informs you that Mswipe has received a claim under the "A to Z Guarantee" (or any successor program) offered in connection with the Service on the Amazon Pay Site, or any Chargeback or other dispute, concerning one of Merchant Transactions, the Merchant will deliver to Mswipe within one (1) day after request by Mswipe (if the claim relates to digital products/ services) or 2 (two) days after request by Mswipe (if the claim relates to physical goods), to the extent applicable: (a) proof of delivery of Merchant Product(s); (b) the Amazon transaction identification number; and (c) a description of Merchant Product(s). If Merchant fails to comply with the prior sentence, or if the claim, Chargeback, or dispute is not caused by: (y) fraud for which Mswipe are responsible under these terms; or (z) Mswipe’s failure to make the Transaction Information available as the same was received by Mswipe, then Merchant will promptly reimburse Mswipe in accordance for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes and any fees retained by Mswipe hereunder) and all associated credit card association, bank or other payment processing, re-presentment and/ or penalty fees associated with the original purchase and any Chargeback or refund, in each case to the extent paid or payable by Mswipe or Amazon or their respective Affiliates.
18.4. Compensation
Mswipe will deduct the applicable MDR for each transaction during the term of these Terms.
Unless otherwise agreed in writing, all taxes or surcharges imposed on any of the above-mentioned fees payable by the Merchant to Mswipe will, be payable in addition to the MDR and will be Merchant’s responsibility.
18.5. Sales Proceeds & Refunds.
18.5.1. Except as otherwise stated in this Terms and subject to applicable Laws, the Merchant authorizes Mswipe to remit the Settlement Amount (based on reconciliation undertaken by Mswipe) to Merchant’s designated bank account in respect of a Merchant Transaction, and Mswipe agrees to remit the Settlement Amount in accordance with applicable Laws. If the Merchant either initially provides or later changes its bank account information, the date of making the payment of the Settlement Amount to the Merchant will be deferred for a period of up to 14 (Fourteen) days.
18.5.2. In the event that Mswipe elects not to recover from the Merchant a customer's Chargeback, failed payment, or other payment reversal (a "Payment Failure"), the Merchant irrevocably assigns to Mswipe all its rights, title and interest in and associated with that Payment Failure.
18.6. Effect of Termination
Upon termination of these Amazon Pay balance Service Terms in connection with the Amazon Pay Site, all rights and obligations of the parties under these Amazon Pay balance Service Terms with regard to the Amazon Pay Site will be extinguished, except that the rights and obligations of the parties with respect to Merchant Transactions occurring during the Term will survive the termination or expiration of the Term.
18.7. Tax Matters
18.7.1. In addition to the General Terms, Merchant agree that the price stated by Merchant for its Products is exclusive of all taxes including VAT/ CST, customs duty, excise duty, service tax, GST or other tax or levy that Merchant may be required to remit in connection with such sale.
18.7.2. All payments by Mswipe to Merchant will be made subject to any applicable withholding Taxes under the applicable Law. Mswipe will retain, in addition to any other amounts it may retain under these Terms and Conditions (including its net fees together with any applicable Taxes Mswipe determines it is obligated to charge or collect on the fees), an amount equal to the legally applicable withholding Taxes at the applicable rate.
18.7.3. If Merchant is required to deposit withholding tax in the form and manner as prescribed under applicable Laws, Merchant will issue an appropriate tax withholding certificate for such amount to Mswipe.
18.7.4. Merchant may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. Mswipe shall reimburse the claim post verification and reconciliation with Merchant Service Fee as per books of accounts. Mswipe will have right to reject the claim if the claimed amount does not match with service fees invoices. Mswipe shall maintain the right to recover any excessive claims paid to Merchant.
18.7.5. Mswipe may, but will not be required to, obtain an order for lower or NIL withholding tax from the Indian revenue authorities. In case Mswipe successfully procures such an order, it will communicate the same to Merchant. In that case, the amounts retained will be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
19. Amazon Pay Balance Definitions
19.1. "Purchase Price" means the total gross amount payable or paid by a customer for Merchant Product (including taxes and customs duties).
19.2. "Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of your Merchant Transactions, including the Purchase Price, all shipping, handling, convenience, gift wrap and other charges, any taxes and customs duties.
19.3. "Settlement Amount" means Sales Proceeds (which Merchant will accept as payment in full for the sale and shipping and handling of Merchant Products), amounts representing refunds for failed, disputed, returned or cancelled transactions and payment received for onward transfer to Merchants for promotional activities, incentives or cashbacks etc., less: (a) the Merchant Service Fee; (b) Taxes required to be charged by Mswipe on Mswipe’s fees; (c) any refunds due to customers; (d) payment of amount received under promotional activities, incentives or cashbacks etc.; (e) payment to various merchants or service providers, if applicable; and (f) any other applicable fee prescribed under the Programme Policies.
20. e-Payment Service Terms
20.1. If the Payment Method chosen is e-Payment Method to accept electronic payments towards the sale of Merchant Products at the Merchant Store, these e-Payment Service Terms along with the General Terms of the Amazon Pay Merchant Agreement are applicable to Merchant. If there is any conflict between the General Terms and these e-Payment Service Terms, these e-Payment Service Terms will govern.
21. Merchant Transactions
21.1. Transaction Processing: Mswipe will provide Transaction Information to Merchant for each Merchant Transaction undertaken through the e-Payment Method. Sales Proceeds will be paid to Merchant only.
21.2. Fraud: Mswipe will bear the risk of fraudulent purchases arising from the theft and unauthorized use of a third party's financial information related to its credit card, debit card, net banking account or other user credentials occurring in connection with Merchant Transactions, and Merchant will bear all other risk of fraud or loss. Mswipe may in its sole discretion delay, withhold for investigation, refuse to process, stop or cancel any of Merchant Transactions before authorisation and Merchant Transaction being successful. Merchant will stop or cancel or cause to stop or cancel orders and/or delivery of Merchant Products if Mswipe ask Merchant to do so (provided that if Merchant have transferred Merchant Products to the applicable carrier or shipper or have initiated transmission/delivery of Merchant Products (in the context of services or goods in the digital form), Merchant will use commercially reasonable efforts to ensure it stop or cancel delivery by such carrier or shipper or restrict access to such transmission/delivery). Merchant will refund any customer (in accordance with Clause that has been charged for a transaction that Mswipe stop or cancel.
21.3. Merchant further agrees to ensure that it will employ suitable measures at the Merchant Store to monitor and curb the number of Merchant Transactions which are fraudulent in nature and are made using credit card, debit card, net banking account or other user credentials at the Merchant Store.
22. Sale, Refunds and Returns
Account: Remittances to Merchant for Merchant Transactions will be made in accordance with the applicable Laws through an appropriate account permitted thereunder ("Account"). Up to such date permitted by Reserve Bank of India ("RBI"), the Account will be a nodal account in accordance with the directions issued by RBI for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009, and subsequently, Account will be an escrow account in accordance with the Guidelines on Regulation of Payment Aggregators and Payment Gateways issued by RBI, or through another account if permitted under applicable Laws. Merchant authorizes and permits Mswipe to collect and disclose any information (which may include personal or sensitive information such as Merchant Bank Account information) made available to Mswipe in connection with these Terms and Conditions to a bank, auditor, processing agency, or third party contracted by Mswipe in connection with these Terms and Conditions.
22.1. Returns and Refunds: Merchant will accept and process returns, refunds and adjustments in accordance with these Service Terms and the refund policy and/or return policy of Merchant. Mswipe will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling, or other charges) or other amounts to be paid by Merchant, on behalf of Merchant, to customers in connection with Merchant Transactions (including in relation to Merchant Transactions that failed), using a functionality Mswipe enable for Seller Central. This functionality may be modified or discontinued by Mswipe at any time without notice and is subject to the Programme Policies and the terms of the Amazon Services T & C. Merchant will route all refunds and adjustment payments (including in relation to Merchant Transactions that failed) through Amazon Pay Site which Mswipe will process through the account. Merchant will provide any such payments to the customer (which may be in the same payment form originally used to purchase Merchant Product or an alternate payment form accepted by the customer in which the payment may be provided by Mswipe), and Merchant will reimburse Mswipe for all amounts so paid. For the purposes of making the aforesaid payments to the customer, Merchant authorize Mswipe to make such payments or disbursements from Merchant available balance in its account. In the event Merchant balance in the account is insufficient to process the refund request, Mswipe will process such amounts due to the customer on Merchant’s behalf, and Merchant will reimburse Mswipe for all amounts so paid.
22.2. A to Z Guarantee and Chargebacks
If Mswipe inform Merchant that Mswipe have received a claim under the "A to Z Guarantee" (or any successor program) offered in connection with the Amazon Service on the Amazon Pay Site, or any Chargeback or other dispute, concerning one of Merchant Transactions, Merchant will or cause to deliver to Mswipe within one (1) day after request by Mswipe (if the claim relates to digital products/services) or 2 (two) days after request by Mswipe (if the claim relates to physical goods), to the extent applicable: (a) proof of delivery of Merchant Product(s); (b) the Amazon transaction identification number; and (c) a description of Merchant Product(s). If Merchant fail to comply with the prior sentence, or if the claim, Chargeback, or dispute is not caused by: (y) fraud for which Mswipe is responsible; or (z) Mswipe’s failure to make your Transaction Information available as the same was received by Mswipe, then Merchant will promptly reimburse Mswipe in accordance with the Service Fee Payments section of the General Terms for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes and any fees retained by Amazon hereunder) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any Chargeback or refund, in each case to the extent paid or payable by Mswipe and/or Amazon or their Affiliates.
22.3. Compensation
22.3.1. Mswipe will deduct the applicable Merchant Service Fee for each transaction during the term of these Terms and Conditions.
22.3.2. Unless otherwise agreed in writing, all taxes or surcharges imposed on any of the above-mentioned fees payable by Merchant to Mswipe will be deducted in addition to the fee and will be Merchant’s responsibility.
22.3.3. Unless otherwise agreed in writing, all taxes or surcharges imposed on any of the above-mentioned fees payable by Merchant to Mswipe, will be payable in addition to the fee and will be Merchant’s responsibility.
22.4. Sales Proceeds & Refunds
22.4.1. Account: Remittances to Merchant for Merchant Transactions will be made in accordance with the applicable Laws through an appropriate account permitted thereunder ("Account"). Up to such date permitted by Reserve Bank of India ("RBI"), the Account will be a nodal account in accordance with the directions issued by RBI for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009, and subsequently, Account will be an escrow account in accordance with the Guidelines on Regulation of Payment Aggregators and Payment Gateways issued by RBI, or through another account if permitted under applicable Laws. Merchant authorizes and permits Mswipe to collect and disclose any information (which may include personal or sensitive information such as Merchant Bank Account information) made available to Mswipe in connection with these Terms and Conditions to a bank, auditor, processing agency, or third party contracted by Mswipe in connection with these Terms and Conditions.
22.4.2. Except as otherwise stated in these Terms and Conditions (including without limitation Section 3 of the General Terms), Merchant authorize Mswipe to remit the Settlement Amount (based on reconciliation undertaken by Mswipe) to its bank account in respect of a Merchant Transaction, and Mswipe will remit the Settlement Amount on the Payment Date. When Merchant either initially provide or later change its bank account information, the date of making the payment of the Settlement Amount to Merchant will be deferred for a period of up to 14 (fourteen) days.
22.4.3. In the event that Mswipe elect not to recover from Merchant a customer's Chargeback, failed payment, or other payment reversal (a "Payment Failure"), Merchant irrevocably assigns to Mswipe all its rights, title and interest in and associated with that Payment Failure.
22.5. Effect of Termination:
Upon termination of these e-Payment Service Terms in connection with the Amazon Pay Site, all rights and obligations of the parties under these e-Payment Service Terms with regard to the Amazon Pay Site will be extinguished, except that the rights and obligations of the parties with respect to Merchant Transactions occurring during the term will survive the termination or expiration of the term.
22.6. Tax Matters
22.6.1. In addition to the General Terms, Merchant agrees that the price stated by Merchant for Merchant Products is exclusive of all taxes including VAT/CST, customs duty, excise duty, service tax, goods and services tax or other tax or levy that Merchant may be required to remit in connection with such sale.
22.6.2. All payments by Mswipe to Merchant will be made subject to any applicable withholding taxes under the applicable Law. Mswipe will retain, in addition to any other amounts it may retain under these Terms and Conditions (including its net fees together with any applicable taxes Mswipe determines it is obligated to charge or collect on the fees), an amount equal to the legally applicable withholding taxes at the applicable rate.
22.6.3. If Merchant is required to deposit withholding tax in the form and manner as prescribed under applicable Governing laws, Merchant will issue an appropriate tax withholding certificate for such amount to Mswipe.
22.6.4. Merchant may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. Mswipe shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. Mswipe will have right to reject the claim if the claimed amount does not match with service fees invoices. Mswipe shall maintain the right to recover any excessive claims paid to Merchant.
22.6.5. Mswipe may, but will not be required to, obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Mswipe successfully procures such an order, it will communicate the same to Merchant. In that case, the amounts retained will be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
22.7. Damage to Soundbox:
Mswipe shall be entitled to charge the Merchant for the costs of the Soundbox(s) and/or the costs of repairing the Soundbox(s) in the event the Soundbox(s) is/are damaged or is/are used in an improper manner by the Merchant.
22.8. e-Payment Definitions
22.8.1. "Payment Date" means, with respect to any of Merchant’s Merchant Transactions, within 1 (One) day after the date of the Merchant Transaction became an Eligible Transaction unless otherwise mutually agreed by the parties in writing provided that Mswipe may, in its sole discretion, designate any early day as the Payment Date as deemed necessary under the applicable Laws.
22.8.2. "Purchase Price" means the total gross amount payable or paid by a customer for Merchant Product (including taxes and customs duties).
22.8.3. "Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Merchant Transactions, including the Purchase Price, all shipping, handling, convenience, gift wrap and other charges, any taxes and customs duties.
22.8.4. "Settlement Amount" means Sales Proceeds (which Merchant will accept as payment in full for the sale and shipping and handling of Merchant Products), amounts representing refunds for failed, disputed, returned or cancelled transactions and payment received for onward transfer to merchants for promotional activities, incentives or cashbacks etc., less: (a) the Merchant Service Fee (b) taxes required to be charged by Mswipe on Mswipe’s fees; (c) any refunds due to customers; (d) payment of amount received under promotional activities, incentives or cashbacks etc.; (e) payment to various merchants or service providers, if applicable; and (f) any other applicable fee prescribed under the Programme Policies.