YES Bank Limited

TERMS AND CONDITIONS FOR MERCHANTS Behalf of Softmint Digital Services Pvt Ltd

These terms and conditions are applicable to all Merchants (defined below) who are availing services related to payment aggregation from YES Bank Limited and shall be effective from the date the Merchant has entered into an agreement with YES Bank Limited, a Program Manager (defined below) or a Market Place (defined below). 

  1. Definitions
    1. In these terms and conditions, unless the context otherwise requires, the following terms shall have the meaning assigned to them hereunder:
      1. Applicable Law(s)” shall mean any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, enactment, regulation, ordinance, rule, judgment, notification, direction, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other 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 in question, whether in effect as of the date of these T&Cs or at any time thereafter;
      2. Bank” shall mean YES Bank Limited; 
      3. Customer" means any person desirous of purchasing products or services from the Merchant, and intends to make payment in lieu of such product or service through a Channel;
      4. Channel” refers to any of the following payment channels: (a) credit card; (b) debit card; (c) RTGS (Real Time Gross Settlement); (d) IMPS (Immediate Payment Service); (e) NEFT (National Electronic Funds Transfer); (f) net banking; (g) UPI (Unified Payments Interface); and (h) BBPS (Bharat Bill Payment Service); 
      5. Chargeback” shall mean settled transactions, which are at any time refused, debited or charged back to the Merchant’s account for any reason whatsoever;
      6. "Delivery Due Date" shall mean the date or period displayed by the Merchant on its website or its mobile application or otherwise notified to the Customer on or before which the Merchant shall deliver the products or services to the Customer;
      7. Proof of Delivery” shall mean, in respect of a product, proof to the satisfaction of the Bank, that the product has been delivered to the address specified by the Customer and in respect of a service, delivery or performance of the service, within Delivery Due Date;
      8. "Dispatch Proof" shall mean, in respect of a product, proof to the satisfaction of the Bank, that the product has been dispatched to the address specified by the Customer and in respect of a service, delivery or performance of the service, within Delivery Due Date;
      9. Losses” shall mean all direct or indirect claims, damages, losses, expenses, liabilities, demands, deficiencies, interest, suits, judgments, awards, fines, penalties incurred (whether or not resulting from any third party claims), consequential damages, loss of profits or revenues, actual and direct out-of-pocket expenses, including reasonable attorneys’ fees. 
      10. Market Place” shall mean an e-commerce marketplace entity, with which the Bank has an agreement;
      11. Merchant” shall mean a merchant utilising or proposing to utilise payment aggregation services of the Bank, to receive payment in lieu of delivery of products or services to Customers
      12. PA / PG Guidelines” shall mean the Payment Aggregator and Payment Gateways dated March 17, 2020 read with clarifications issued by the RBI on March 31, 2021;
      13. Program Manager” shall mean a vendor of the Bank with which the Bank has a tie-up for sourcing Merchants and facilitating services to Merchants;
      14. Regulatory Authority” shall mean any Indian regulatory bodies, including the RBI;
      15. RBI” shall mean the Reserve Bank of India;
      16. T&Cs” shall mean these terms and conditions, applicable to Merchants; and
      17. Transaction” means every order that results in the delivery by the Merchant to the Customer of the product(s) or services in respect of which the order was placed.
  2. Methods of on-boarding Merchants
  3. The Bank shall on-board Merchants in the following manner:
    1. Through direct on-boarding via an agreement with the Bank;
    2. Through on-boarding via an agreement with a Program Manager; or
    3. Through on-boarding via an agreement with a Market Place.
  4. Audit and Inspection 
  5. In order to ensure if the Merchant may continue availing payment aggregator services, the Bank shall (or require a Program Manager or Market Place or third party auditor to) undertake a security audit of the Merchant or the prospective Merchant to ascertain compliance, as and when required. The Bank may obtain periodic security assessment reports either based on the risk assessment and/or at the time of renewal of agreements.
  6. The Merchant shall submit a third-party security audit report of the Merchant’s platform and systems as per the standards suggested by the Bank from time to time annually on [date / month to be inserted], unless specifically exempted in writing by the Bank.  
  7. The Merchant shall permit the authorized representatives of the Bank to carry out physical inspections of the place(s) of business and records to verify compliance during normal business hours of the Merchant by giving prior written notice of not more than 3 (three) business days. The Merchant shall permit the authorized representatives of the Bank to audit the Merchant’s platform and systems to verify compliance to security guidelines by giving prior written notice of not more than 2 (two) business days.   
  8. The Merchant hereby permits Regulatory Authorities, including persons authorised by such Regulatory Authorities, to access its documents, records of Transactions and other necessary information given to, stored or processed by it, within a reasonable time and shall permit a Regulatory Authority to cause an inspection to be made of its premises and the books of accounts and other documents, by one or more of its officers or employees or other persons.
  9. Merchant’s Covenants

By using the payment aggregation services of the Bank, the Merchant hereby agrees, undertakes and covenants as follows: 

  1. The Merchant shall not dupe Customers and shall not sell fake, counterfeit, or prohibited products as per the negative list in Annexure I (Negative List), or operate in a manner that has mala fide intentions. 
  2. The Merchant’s website and mobile application shall clearly indicate the terms and conditions of the service and time-line for processing returns and refunds.
  3. The business activities of the Merchant do not fall under the negative list in Annexure I (Negative List) below, as amended/revised from time to time and published on the website of the Bank, available at [‚óŹ], without prior or post intimation to the Merchant. 
  4. The Merchant’s infrastructure shall be compliant with Payment Card Industry-Data Security Standard (PCI-DSS) or Payment Application-Data Security Standard (PA-DSS), as applicable. 
  5. The Merchant shall not, in any case, save any customer card and such related data, in compliance with the PA/ PG Guidelines and other guidelines and circulars issued by the RBI. 
  6. The Merchant shall prior to accepting any order(s) from the Customer, ensure that appropriate instructions and/or information has been provided to the Customer in accordance with the requirements of Applicable Law and regulations, and appropriate disclosures and disclaimers are displayed conspicuously on the website and the mobile application of the Merchant in relation to the same.
  7. The Merchant shall comply with all Applicable Laws and regulations while offering the Products and/or Services to the Customers. The Merchant shall not offer anything to the Customers, which is illegal or offensive and is not in compliance with Applicable Laws and regulations, whether federal, state, local or international of all jurisdiction from where the Customers of the Merchant avails the Products and/or Services.
  8. The Merchant agrees to put up such notices, disclaimers or warranties as may be requested by the Bank and the Merchant shall comply with the aforesaid requests forthwith.
  9. The Merchant agrees and confirms that all risks associated with the delivery of the products and/or services by the Merchant shall be solely that of the Merchant. Any and all disputes regarding quality, merchantability, non-delivery and delay in delivery of the products and/or services or otherwise will be resolved directly between the Merchant and the Merchant’s customer without making the Bank a party to such disputes. 
  10. The Merchant shall keep the Bank informed of the claims it receives in relation to Transactions or any other matter in connection with the arrangement under these T&Cs, providing details as may be required by the Bank. However, the Bank shall not be under any obligation to provide any assistance to it in connection with any such claim.
  11. The Merchant shall not engage in activities of any nature involving virtual digital assets (like crypto/virtual currencies and NFTs) including but not restricted to trading, settling, clearing, giving loans against virtual digital assets, accepting them as collateral and transfer or receipt of money in any account relating to purchase or sale of virtual digital assets. 
  12. The Merchant acknowledges that the provision of products and/or services under the Transaction shall be transactions between the Merchant and the Customer without the Bank being a party thereto.
  13. The Merchant shall take all precautions as may be feasible or as may be directed by the Bank, the Program Managers or Market Places and other relevant parties to ensure that there is no breach of security.
  14. The Merchant shall give written notice to the Bank prior to any change in its constitution or composition or ownership or business or commercial activity. The Merchant shall promptly inform the Bank of any fault or suspected fault in the payment instructions delivered to the Bank. 
  15. The Merchant shall enter into Transactions only in INR (Indian Rupees), unless otherwise permitted by the Bank in writing in advance. 
  16. The Merchant agrees and confirms that the Bank shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data; interruption or stoppage of the Customer's access to and/or use of the Bank’s payment aggregation services. 
  17. The Merchant shall follow (a) any and all additional guidelines that are released by RBI or any other competent authority, and (b) guidelines issued by the Bank and communicated to the Merchant in writing. 
  18. The Merchant agrees and confirms that any Transaction entered by the Merchant, in any of the following circumstances shall be the final responsibility of Merchant, and the Bank will not be liable for any damages, liabilities or claims arising in any of the following circumstances: (a) which are fraudulent, collusive, illegal, misrepresented or otherwise irregular in any manner whatsoever; or (b) in relation to a Customer’s complaint or request for an adjustment, which has not been resolved; (iii) which are recorded or submitted otherwise than in accordance with these T&Cs and any other terms and conditions communicated by the Bank to the Merchant in writing. 
  19. The Merchant shall ensure that the Transaction information (e.g. Merchant Category Code (MCC), Transaction type, payment identifiers, etc.) sent to the Bank is correct and any claims, demands, disputes, fines or Losses incurred due to or arising in connection with supply of any incorrect information sent by Merchant shall be the sole responsibility and liability of the Merchant. 
  20. The Merchant shall not be entitled to transfer or assign any of its rights or obligations under the contractual arrangement contemplated herein to any third party, including any contractual arrangements entered into with the Bank, the Program Manager or the Market Place. 
  21. The Merchant shall be responsible and accountable for proper and prudent maintenance of authorization letters, required necessary documents, information and related documentation in respect of Transactions, and provide such documents in such form and manner as may be required by the Bank from time to time. 
  22. The Merchant shall enter into Transactions only in relations to products and/or services provided by it to the Customer.
  23. The Merchant shall ensure strict confidentiality of all Customer data and information and compliance with Applicable Laws and regulations on privacy and data security, including the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to the interests of the Customer. The Merchant shall use the Customer's data only for the purpose of completing the Transaction and executing the delivery of goods or services, for which it was furnished, and shall not sell or otherwise furnish such information to any third party.
  24. The Merchant shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information, which are displayed and offered on the website and the mobile application.
  25. Channel Acceptance:
    1. The Merchant shall not levy any service charges or convenience fee on the Customer for the use of a Channel, subject to the instructions, circulars, and advisories issued by the RBI or the Bank. Further, the Merchant shall not place any minimum limit on the Transaction for the use of a Channel, subject to the instructions, circulars, and advisories issued by the RBI or the Bank. 
  26. Transaction Handling:
    1. The Merchant shall preserve copies of, Transaction sales invoices, Proof of Delivery and Dispatch Proof for such minimum period as prescribed under relevant taxation laws and provide the same to the Bank within 3 business days from the date of the Bank’s request for such information and in case of failure to do so, refund the Transaction amount to the Bank.
    2. The Merchant shall be responsible and accountable for proper and prudent maintenance of authorization letters or required necessary documents with regard to [mail order] Transactions and provide in such form and manner as may be required by the Bank from time to time, information and related documentation in respect of Transactions. 
    3. While presenting any Transaction information, the Merchant shall certify to the Bank that (i) all statements of facts contained therein are true and complete in all respects, (ii) the Transaction information pertaining to each sale has been supplied only once, and (iii) that the sale of such products and/or services are not unlawful or prohibited.
  27. The Merchant acknowledges that settlement instructions and Merchant directed payout instructions (if availed by the Merchant) shall be received from the Program Manager or Market Place, as the case may be. The Merchant agrees and acknowledges that the Bank shall not be liable for any Losses arising out of or on account of instructions provided to the Bank by the Program Manager or the Market Place, as applicable.
  28. Customer Grievance Redressal
    1. Customer grievance redressal shall include, without limitation, adequately resolving all queries and/or complaints related to the goods and services provided by the Merchant. The first level of customer grievance redressal shall be provided by the Merchant, and the Merchant shall ensure adequate infrastructure to handle customer claims, disputes, (“Customer Grievance”). 
    2. Subject to Clause 7 below, Customer Grievances may be escalated by the Customer to the Bank at the second level, at the below details:

Call Us – India 1800 1200 (Toll Free) 

Timings – 8:00 AM - 8:00 PM (Post 8 PM till 8 AM only critical services offered)

Email – yestouch@yesbank.in

  1.  General Terms
  2. The Bank shall, in relation to a Transaction, be entitled at any time to hold or refuse payment hereunder to the Merchant, or if payment has already been made to the Merchant, to recover the same from the Merchant or to seek immediate reimbursement/refund from the Merchant towards the amounts so paid, and if any such refund claimed by the Bank exceeds the amount due to Merchant from the Bank, the Bank shall be entitled to  recover the excess amount from the Merchant by debiting the same from Merchant’s account maintained with the Bank or by adjusting the same from the future payables/settlements to the Merchant, notwithstanding any authorization given by the Bank to the Merchant, if: 
  1. any Transaction entered into by the Merchant is reported as fraudulent, unlawful or unenforceable; 
  2. information provided by the Merchant to the Bank in respect of the Transaction is not received in accordance with the Bank’s requirements; 
  3. any Chargeback requests or Customer Grievances are raised by the Customer, including any dispute on price, rejected or returned products, cancellation of service, failure of Merchant to deliver products or services to the Customer’s satisfaction, any dispute on the nature, quality or quantity of the products or service covered in the Transaction, any denial by the Customer on the Transaction or the sale or delivery of the products or services;
  4. the Transaction appears more than once to Customer’s account; 
  5. the Transaction is observed as illegal, high risk, or suspicious by the Bank, which shall be decided by the Bank in its sole discretion;
  6. the Transaction is doubtful or erroneously paid to the Merchant; and 
  7. any other event or circumstance which the Bank shall from time to time notify to the Merchant in writing shall have occurred.
  1. The Bank shall endeavour to settle payments of amounts when due to the Merchant per the settlement timelines as provided in the agreement the Merchant has entered into with the Bank, Program Manager or Market Place, as applicable.
  2. The Bank shall be entitled to set-off and deduct from the amounts payable to the Merchant, amount lying in Merchant’s account with: 
  1. the amount of refund due to any Customer in accordance with the procedure for refund set out under these T&Cs; 
  2. overpayment made by the Bank due to errors or otherwise; 
  3. any other sum due from or payable by the Merchant to the Bank including without limitation on any Chargebacks herein; and
  4. any taxes or claims required to be paid under law or in terms of the directions of any regulatory or legal authority.
  1. The Merchant hereby agrees to hold funds with the Bank as mutually agreed by the Bank and the Merchant, Program Manager or Market Place, as applicable.  
  2. The Merchant acknowledges that the payment aggregation services may not be uninterrupted or error free or virus free and the Bank disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose.
  3. The Bank’s sole obligation and the Merchant's sole and exclusive remedy in the event of interruption in the payment aggregation services shall be to use all reasonable endeavours to restore the said services as soon as reasonably possible. 
  4. Merchant understands that the payment aggregation services provided by the Bank is dependent on third party networks and platform. Bank shall not be liable or responsible for any failure or delay in performance of its obligation under this arrangement, if such failure or delay is caused due to interruptions in third party networks or platform used or involved in providing the payment aggregation services.
  5. Any device, system, software or login credentials provided to the Merchant as part of availing the payment aggregation services shall be use or operated by the Merchant or its authorised representative. Merchant shall be solely liable and responsible for any error or mistake, if any occurs while inputting the Customer or Transaction data.
  6. The Merchant shall bear any and all taxes, cess or other charges to be chargeable for the services being provided by the Bank. The final settlement of Transaction amount to the Merchant shall be subject to all tax, cess or other charges (including TDS if any) and MDR or TDR, as applicable from time to time.
  7. The payment aggregation services will be provided to the Merchant, subject to the limits set by the Bank from time to time in relation to each Merchant.
  8. Merchant shall procure and hold valid any licenses or permits required to conduct his or her business activities.
  9. Chargeback and refund 
  10. Chargeback: Any Transaction entered by the Merchant in any of the following circumstances shall be the final responsibility of the Merchant notwithstanding that the Transaction was accepted or paid by the Bank and the Merchant agrees to the Bank’s charging back of the Transaction without any demur or protest in the following circumstances: 
    1. Transactions which are not in conformity with the provisions of these T&Cs; 
    2. Transactions beyond the validity date of any Channel, including the expiry of a credit card or debit card; 
    3. Transactions which are fraudulent, collusive, illegal or otherwise irregular in any manner whatsoever; 
    4. Transactions incurred outside the territory authorized for use of the Channel; 
    5. Any charge for merchandise, products and/or service sold or provided to the Customer at a price which is in excess of the price displayed at the time of purchase of products and/or services;
    6. Transactions which the Customer refuses to pay because the merchandise, products or service were not as promised or were defective;
    7. Transactions where the Customer asserts a claim for set-off or counter claim against the Merchant or disputes his liability for any reason whatsoever; 
    8. Transactions where the Transaction is split by the Merchant in more than one Transactions with a view to circumvent the approval parameters of the entity issuing the payment instrument in the relevant Channel; 
    9. Transactions in respect of which a Customer’s complaint or request for an adjustment has not been resolved; and 
    10. Transactions which are transacted, recorded or submitted otherwise than in accordance with these T&Cs. 
  11. If the Bank is entitled to Chargeback any Transaction or if the Bank is entitled to payment or reimbursement from the Merchant of any amount under these T&Cs the Bank may at its discretion, give effect to such Chargeback entitlement through any one or more of the following methods subject to dispute resolution mechanism of the payment network of the Channel, where the relevant Channel is a credit or debit card:
    1. deduction of the relevant amount or any part thereof from any account whatsoever of Merchant with any branch of the Bank without prejudice or limitation to the Bank’s right to set-off, transfer and applications of funds in law; 
    2. deduction of the relevant amount or any part thereof from any payments to Merchant; and
    3. billing Merchant for the relevant bill amount or any part thereof and Merchant agreeing to pay the amount of the bill forthwith upon receipt of the same without any demur or protest. 
  12. RefundThe Merchant, in the event that any products or services are not received by a Customer or are rejected pursuant to noncompliance by the Merchant 
  13. In the alternative, the Bank may in its discretion adjust all such amounts from the amount payable by it to Merchant or provide for such other procedure for refund in writing, as the Bank may deem fit from time to time. 
  14. Indemnity
  15. The Merchant hereby undertakes and agrees to indemnify the Bank and hold the Bank harmless and keep the Bank including its officers, directors and agents at all times fully indemnified and held harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, Chargebacks, demands and costs (including without limitation, legal costs), awards, damages, Losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of: 
  1. breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations hereunder;
  2. any claim or proceeding brought by the Customer or any other person against the Bank, in respect of deficiency in the provision of products and services to the Customers;
  3. any negligent act or omission or default or misconduct or fraud of the Merchant or its agents or Customers; 
  4. any hacking or lapse in security in the website or mobile application or the Customer data;
  5. any act, deed, omission or non-performance on the part of the Merchant or its Customers; 
  6. failure by the Merchant (or any of the Merchant’s officers, employee or agent) to comply with the provision of these T&Cs including any act, commission or omission, negligence, fraud, forgery, dishonesty, money laundering, misconduct or violation of any covenants or other provisions of these T&Cs;
  7. the breach of contract or duty by the Merchant (or any of the Merchant’s officers, employees or agents) to a Customer or any third party; 
  8. any of the Merchant’s representations and warranties being or becoming false or untrue; 
  9. settlement instructions and Merchant directed payout instructions (if availed by the Merchant) provided to the Bank by the Program Manager or Market Place, as the case may be;
  10. any claim from any statutory authority or Customer; and
  11. any claim, penalties, fines, assessments, levies etc from any entities governing the payment network for any Channel like card organizations or card schemes, etc. and/or regulatory and statutory authorities like the RBI, etc. pertaining to the Merchant’s activity under these T&Cs. 
  1. Merchant shall be liable to pay the amount required to be so paid by reason of the indemnity agreed to be provided hereinabove to the Bank, as determined by the Bank in its sole discretion under this provision, on demand and the Bank shall be entitled to adjust the amounts so determined to be due from the Merchant against the future payments due from the Bank to the Merchant.
  2. Notwithstanding any other provisions of these T&Cs and any other provision in the agreement entered by the Bank with the Merchant, Program Manager or Market Place, as applicable, the Bank shall under no circumstances be liable to any Person, including the Market Place, Program Manager, Merchant or Customer or any other third party for any Losses whatsoever including any loss of profits or revenues, indirect, consequential or similar damages arising out of or in connection these T&Cs, any agreement entered by the Bank with the Merchant, Program Manager or Market Place, or the Transaction, materials, information technology services or assistance provided under these T&Cs or any agreement entered by the Bank with the Merchant, Program Manager or Market Place, as applicable, save and except for any direct losses on account of fraud attributable to the Payment Aggregator or its employees.
  3. The aforesaid clauses shall survive the termination of the agreement entered into by the Merchant with the Program Manager, the Bank or the Market Place.
  4. Confidentiality 
  5. The Merchant at any time or under any circumstances, without the written consent of the Bank, shall not directly or indirectly communicate or disclose to any person Confidential Information (as defined herein). The Merchant agrees to protect the Confidential Information with the same standard of care and procedures used by themselves to protect their own proprietary information of similar importance but at all times using at least a reasonable degree of care. 
  6. Confidential Information” shall mean any information relating to, disclosed, accessed, received or collected (by or on behalf, of a party) in the performance of these T&Cs, including but not limited to, the terms of any agreement entered into by the Bank with the Program Manager, Market Place or Merchant, as applicable, financial, business and technical plans, pricing information etc. The Confidential Information shall include (i) any and all information accessed through or provided by the Bank’s computing system, database, server, website, application or networked environment or domain (collectively, “Bank Systems”); (ii) any password or login credentials issued to the Market Place for access to any Bank Systems; (iii) any information disclosed, accessed, received or collected through a third party acting on behalf of the Bank. However, such obligations shall not apply in the following cases:
  1. Confidential Information already in the possession of the Merchant, without breach of any confidentiality obligation set out above;
  2. Confidential Information which is or becomes generally available to the public, without breach of any confidentiality obligation set out above;
  3. Confidential Information that is independently developed by the Merchant, without breach of any confidentiality obligation set out above;
  4. Confidential Information disclosed to the Merchant by a third party who is not subject to any confidentiality restriction; or
  5. Confidential Information that is required to be disclosed by law or under a court order or by the applicable regulations or policies of any Governmental Authority, provided that the said disclosure is with prior intimation to the Bank.
  1. Further, the Merchant shall not, without the prior written consent of the Bank and the Customer, use or disclose the name of the Customer and any Confidential Information of the Customer, Transactions and/or relating to the Bank and its business including legal, financial, technical, commercial, marketing and Transaction related records, data, documents, reports, the terms of these T&Cs to a third party unless such disclosure is compelled pursuant to the requirements of law or court order or by the applicable regulations or policies of any Regulatory Authority or agency of competent jurisdiction.
  2. The Merchant agrees and undertakes that it shall: 
  1. promptly inform the Bank of any potential or accidental disclosure of the Confidential Information and take all steps, together with the Bank to retrieve and protect the said Confidential Information; 
  2. ensure that the employees and/or representatives of the Merchant who are given access to the Confidential Information shall at all times be bound by and comply with legally valid and written non-disclosure obligations under their employment contracts; and 
  3. the aforesaid clauses shall survive the termination of the agreement the Merchant has entered into with the Bank, Program Manager or Market Place, for availing payment aggregation services. 
  1. Data Protection
    1. Merchant shall ensure compliance with all Applicable Laws [including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, as amended from time to time] in its collection, use, storage or disposal of Customers’ information.
    2. Merchant understands and agree that the proprietary rights over the transactional data (“Transactional Data”) generated or collected as part of providing the payment aggregation services shall be vested solely with the Bank and shall form part of the Confidential Information of the Bank. Merchant shall ensure that the Transactional Data, whatsoever received by the Merchant, shall be stored within the systems or servers located in India, and shall not be transmitted outside the territory of India, without prior written permission of the Bank.
    3. If any device, systems or networks used by the Merchant in connection with availing the payment aggregation services, suffers any actual or threatened cyber-attack or data breach (“Incident”), the Merchant shall notify the same to the Bank within 1 hour of the Incident. 
    4. Upon request by the Bank or upon termination of this arrangement, whichever is earlier, the Merchant shall immediately return Bank’s Confidential Information and destroy the copies of the same. However, the Merchant will be entitled to retain, and shall retain, copies of such Confidential Information, which the Merchant is bound to retain due to any statutory or regulatory requirements under Applicable Law, only for such time and extent as required by the relevant statutory or regulatory guidelines.
  2. Intellectual Property

All intellectual property rights (“IPRs”), whether registered or not, used in connection with the payment aggregation services (including the products, software, programs, channels, methodologies, technologies, logos etc. used for providing the services) being provided by the Bank, is and shall remain the sole property of the Bank. The Merchant shall not use Bank’s IPRs, in any manner whatsoever, without prior written permission of the Bank.

  1. Law and Jurisdiction

Any dispute with regard to the services provided under this arrangement shall be governed by the laws of India. The Merchant agrees that the courts and tribunals of Mumbai shall have exclusive jurisdiction on any disputes which may arise in connection with the payment aggregation services being provided under this arrangement. However, the Bank shall be at liberty, at its sole discretion, to approach any other court or tribunal of competent jurisdiction to seek any relief against the Merchant, Customer or any third party, in connection with the services being provided under this arrangement. 

  1. Miscellaneous 
    1. In the event of a conflict between the provisions of these T&Cs and relevant RBI regulations or other statutory enactments or applicable regulations, the provisions of such RBI regulations or other statutory enactments or applicable regulations shall prevail over the conflicting provisions of these T&Cs. Further, the relevant provisions of the RBI regulations or other statutory enactments or applicable regulations shall be deemed to be incorporated into these T&Cs, and these T&Cs should be read in tandem with the provisions of such RBI regulations or other statutory enactments or applicable regulations. These T&Cs would be updated from time to time  to make them consistent with Applicable Law and will be published on the website of the Bank.


 

 

ANNEXURE I

NEGATIVE LIST

  1. Merchant categories that have been banned under central or state laws and any regulations as may be applicable, and any products or services that are not in compliance with the Applicable Laws and regulations whether federal, state, local or international, including the laws of India;
  2. Merchants operating such businesses, as those not specifically permitted by a regulator, statutory or any other competent authority – like lotteries, casinos, nightclubs, gambling, and betting etc.; 
  3. Merchants engaged in activities posing a high brand or reputational risk, like – adult goods and services, pornography (including child pornography), sexually suggestive materials (including literature, imagery and other media), escort or prostitution services, website access and/or website memberships of pornography or illegal sites, adult themes, other obscene materials etc.;
  4. Merchants operating in financial products/services/ asset classes that are not regulated, like – cryptocurrency etc.;
  5. Copyright Infringement including (i) copyright unlocking devices which include mod chips or other devices designed to circumvent copyright protection, (ii) copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials, and (iii) copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
  6. Anything for the purpose of bribery or corruption, as notified by the RBI or any other regulator or as per Applicable Law; 
  7. Body parts which include organs or other body parts; 
  8. Bulk marketing tools which include email lists, database providers, telemarketers, software, or other products enabling unsolicited email messages or tele-calls (spam), or any activities prohibited by the Telecom Regulatory Authority of India; 
  9. Cable descramblers and black boxes which include devices intended to obtain cable and satellite signals for free;  
  10. Counterfeit and unauthorized goods which include replicas or imitations of designer goods, items without a celebrity endorsement that would normally require such an association, fake autographs, counterfeit stamps, and other potentially unauthorized goods; 
  11. Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like marijuana, salvia and magic mushrooms etc.; 
  12. Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items; 
  13. Endangered species which include plants, animals or other organisms (including product derivatives) in danger of extinction; 
  14. Gaming/ gambling which include lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content 
  15. Government IDs or documents which include fake IDs, passports, diplomas, and noble titles; 
  16. Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property; 
  17. Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts; 
  18. Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes; 
  19. Offensive goods which include literature, products or other materials that may result in defamation or discrimination, encourage violence or hatred; 
  20. Pyrotechnic devices, combustibles, corrosives and hazardous materials which include explosives and related goods, toxic, flammable, and radioactive materials and substances; 
  21. Regulated goods which include air bags, batteries containing mercury, freon or similar substances/ refrigerants, chemical/ industrial solvents, government uniforms, car titles, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides, postage meters, recalled items, slot machines, surveillance equipment, goods regulated by government or other agency specifications, including weapons (i.e. firearms, ammunition, knives, brass knuckles, gun parts, gun powder or explosives) and wholesale currency including discounted currencies or currency exchanges; 
  22. Tobacco and cigarettes which include cigarettes, cigars, chewing tobacco, and related products; 
  23.  Live animals or hides/ skins/ teeth, nails and other parts etc. of animals; 
  24. Multi-level marketing collection fees and any business involved in multi-level marketing or pyramid marketing fees or get-rich-quick schemes; 
  25. Matrix sites or sites using a matrix scheme approach; 
  26. Work-at-home approach and/ or work-at-home information; 
  27. Drop-shipped merchandise;  
  28. The User providing services that have the potential of casting the payment gateway facilitators in a poor light and/ or that may be prone to buy and deny attitude of the cardholders when billed (e.g. adult material/ mature content/ escort services/ friend finders) and thus leading to Chargeback and fraud losses; 
  29. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature; 
  30. Virtual currency, cryptocurrency, prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world; 
  31. Money laundering services; 
  32. Bidding/ auction houses; 
  33. Money Changer and Money Transfer Agents;
  34. Domestic Money Transfers, except to the extent performed by an authorised bank agent in accordance with RBI regulations;
  35. Offshore corporation;
  36. Crowdsourcing platforms; and 
  37. Any other product or service, which in the sole opinion of either the Bank, is detrimental to the image and interests of either of them/ both of them, as communicated by either of them/ both of them to the Customer from time to time. This shall be without prejudice to any other terms & conditions mentioned in these T&Cs.