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Service Agreement

Service Agreement

‘SabPaisa’ and the ‘Client/ Merchant’ shall hereinafter be collectively referred to as “Parties” and individually as “Party”.

General Terms

1. Scope of Work
SabPaisa shall provide the Payment Gateway Services to the Client, in accordance with the Terms and Conditions for Payment Gateway Services enclosed as a Schedule to this Agreement. (“Schedule – Payment Gateway Services”).

2. Amendment
Any amendment or variation to this Agreement shall be effective only if signed by all the Parties to this Agreement in writing.

3. Term and Termination
This Agreement shall come into force on the Effective Date and may be terminated by any Party by giving a thirty (30) days prior written notice to the other Parties. The termination of this Agreement shall not affect the rights and obligations of the Parties accrued prior to such termination. SabPaisa shall have the right to suspend or terminate this Agreement and services with immediate effect in the event of alleged or actual fraud, excessive chargebacks, regulatory non-compliance, or any circumstance that may jeopardize SabPaisa’s license, business continuity, or banking relationships. SabPaisa may hold or withhold Funds/Reserves until satisfactory resolution of such matter.

4. Further Assurance
In connection with the Services, the Client agrees to execute and deliver such additional documents and perform actions as may be necessary or reasonably requested by SabPaisa, as the case may be, to carry out or evidence the transactions/services carried out or contemplated under the Services.

5. Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law such provision will be severable and this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof and the remaining provisions of this Agreement shall remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance here from.

6. Third Party Rights
This Agreement and the transactions contemplated herein shall be binding upon and enure to the benefit of each Party and their successors and assigns. This Agreement shall not confer upon any person other than the Parties to this Agreement the benefit of any rights or remedies hereunder.

7. Captions in the Agreement
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

8. Representation of Parties
Each of the parties represents warrants and undertakes that:

    1. It is duly organized and validly existing and functioning under the laws of the jurisdiction in which it is established, while further confirming that it shall duly abide and adhere to the laws prevalent in India at all points in time;
    2. It has the power to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed and delivered by it;
    3. Its obligations hereunder constitute legal, valid, binding and enforceable obligations; and
    4. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not breach its constitutional documents or any law, provisions of any contract or order of court applicable to it.

9. Inconsistency
In the event of any inconsistency, contradiction or discrepancy between: (i) this Agreement and the Terms and Conditions for Account; and / or (ii) this Agreement and Terms and Conditions for Payment Gateway; Terms and Conditions for Payment Gateway respectively shall prevail at all times.

10. Refund
The Client understands, agrees and confirms that in case of any situation wherein refund of any transaction, other than those due to transaction failing in real time, has been issued, as a result of merchant refund, chargeback or any other such process, SabPaisa shall be wholly and legally entitled to retain such amount that has been borne by it as part of provision of services as payment aggregator to the Client, and the same shall not be challenged or contested by the Client at any point in time.

11. Right to Audit
The Client shall, at all times during the subsistence of this Agreement or renewals thereof, shall maintain comprehensive and precise records and other essential data needed for the effective management and performance of this Agreement. This includes; but is not limited to, documentation related to all the transactions done via the SabPaisa Service platform.

SabPaisa, along with and including but not limited to, its Banking Partners, Regulatory Authorities, Investigation Authorities, and/or State Instrumentalities may, by giving a notice of Seven (7) days, examine / inspect records and/or conduct cybersecurity audits of the Client’s systems, processes, and controls pertaining to the terms provided under this Agreement. These audits aim to ensure the security, confidentiality, and integrity of the data and systems involved in the performance of this Agreement by the client pertaining to its domestic as well as Cross-border Remittances, either directly or by engaging an external auditor, and the same shall not be objected to by the Client at any point in time.

The Client shall also put necessary infrastructure in place to comply with any and all guidelines, statutes, directives and notifications as issued by the Central Government of India or other regulating authorities including but not limited to those which would be applicable upon SabPaisa during the normal course of business. Furthermore, the Client shall present its compliance report to SabPaisa as and when requested to do so, without any delay, demur or protest.

12. Data Privacy (DPDP ACT Compliance)
The Parties shall comply with the Digital Personal Data Protection Act, 2023 (“DPDP Act”) and all rules made there under with respect to the processing of Personal Data. Each Party shall act as an independent Data Fiduciary for Personal Data it collects for its own purposes, and SabPaisa shall act as a Data Processor solely for the limited purpose of processing Personal Data necessary for providing payment services to the Client. Personal Data shall be processed only for lawful purposes, on the principles of purpose limitation and data minimization, and strictly in accordance with the Client’s instructions where SabPaisa acts as Processor.

The Client shall obtain all required notices and consents from Data Principals and ensure that Data Principal rights under the DPDP Act can be effectively exercised. Each Party shall implement reasonable security safeguards to protect Personal Data and shall notify the other Party without undue delay of any personal data breach. Personal Data shall be retained only for the period required for lawful or regulatory purposes and shall be deleted or returned upon completion of purpose or termination of this Agreement, unless retention is required by law. Any cross-border transfer of Personal Data shall occur only in accordance with the DPDP Act and applicable Government notifications.

 

13. No assignment of Intellectual Property Rights
Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from SabPaisa to the Client, or from the Client to SabPaisa

14. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of India. The Parties agree that the courts located in New Delhi shall have exclusive jurisdiction for any claims, actions, or proceedings arising out of or relating to this Agreement subject to arbitration.

The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, or validity, through negotiations between the respective authorized representatives. If the dispute is not resolved amicably within thirty (30) days of written notice by one Party to the other of the dispute, then the matter shall be escalated to arbitration.

Any dispute, controversy, or claim not resolved within the period specified above shall be referred to and finally settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in English, seated in New Delhi, and the award shall be final and binding on the Parties. The tribunal shall consist of a sole arbitrator, appointed jointly by the Parties; failing agreement, the appointment shall be in accordance with the applicable rules.

15. General Provisions
This Agreement constitutes the entire Agreement between SabPaisa and the Client with respect to the subject matter hereof and supersedes all prior written agreements, understandings and negotiations, both written and oral, between SabPaisa and the Client with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition, warranty or indemnity not set forth her in has been made or relied upon by either the Client or SabPaisa hereto.

SCHEDULE – PAYMENT GATEWAY SERVICES

  1. Definitions (Capitalized terms used in this Agreement shall have, if not repugnant to the context, the meaning as provided hereunder):
    1. “Charge back” means approved and settled credit card or net banking purchase transactions which are at any time refused, debited or charged back to Merchant account (shall also include similar debits to SabPaisa accounts, if any) by the Acquiring Bank or credit card company for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto.
    2. “Customer” means any person holding a net banking account and who desires to purchase Services and Products from the Client on the Website and makes or intends to make a payment for the same over the Internet using the Acquiring Bank’s Services.
    3. “Customer Account” shall mean a bank account of the Customer with the Acquiring Bank.
    4. “Customer Charge” means the sale price of the Products or Services purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Products or Services that are to be paid by the Customer with respect to the Products or Services.
    5. “Delivery” means, in respect of a Product, delivery of the Product by a reputed courier /parcel service appointed by the Client, to the Customer at the address specified by the Customer in this behalf, or in respect of a Service, delivery or performance of the Service within Delivery Due Date.
    6. “Delivery Due Date” means the date/period displayed by the Client on its Website or otherwise notified to the Customer on or before which the Client shall deliver the Products or Services to the Customers.
    7. “Dispatch Proof” shall mean, in respect of a Product, proof to the satisfaction of SabPaisa, that the Product has been dispatched to the address specified by the Customer and in respect of a Service, delivery/performance of the Service, within Delivery Due Date.
    8. “Facility Providers” means various banks, financial institutions and various software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services and who have an arrangement with SabPaisa to enable use of internet payment gateways developed by them to route internet based credit/charge/ debit card transactions.
    9. “Payment Mechanism” means the payment mechanism through the internet utilizing the Acquiring Bank’s Services and through such other modes and mechanisms of payment and delivery as may be notified by the SabPaisa from time to time.
    10. “Product” means a tangible product that is manufactured or distributed by the Client, and that is purchased by the Customer on the Website, the payment for which is to be made through the Customer’s Bank Account.
    11. “Transaction Discount Rate” means the rates as agreed upon by the parties
    12. “Services” means any service that the Client offers to the Customers, the payment for which is to be made on through the Customer’s Bank Account.
    13. “Transaction” means every order that results in the Delivery by the Client to the Customer of the Product(s) / Services in respect of which the Order was placed or actual Delivery date in case Delivery takes more than 1 business day, whichever is later
    14. “SabPaisa Site” shall mean the web site for the Payment Gateway provided by SabPaisa.
    15. “Website” shall mean the website with the domain name as agreed upon by the parties hereto and which is established by the Client for the purposes of enabling the Customers to carry out Transactions for purchase of Products and Services offered by the Client.

  2. Scope of Work
    1. SabPaisa and the Client shall work together for linking SabPaisa’s software application (“Software Application”) with the Client’s software platform, hereto for the purpose of providing the Payment Gateway Services.
    2. The Client agrees to bear all costs and expenses incurred by it for providing the necessary equipment and facilities at its end so as to connect the Client’s software platform with the Software Application. Both SabPaisa and the Client shall co-operate with each other and render assistance for connecting their respective software systems.
    3. SabPaisa and the Client agree to develop and implement a mechanism by mutual agreement for securing the transmission of data in the course of providing the Payment Gateway Services.
    4. SabPaisa will act as an integrator for acting as a link between the Acquiring Bank and the Client for enabling the Customers, who are common Customers of one or more Acquiring Banks and the Client to make payment on the Website for the Transactions effected using Net Banking Facilities. The Acquiring Bank shall process and accept the payment instructions given by the Customers on the Website in respect of the Transactions and accordingly transfer funds from the Customer Account to SabPaisa and SabPaisa shall further transfer this amount to the Client.
    5. SabPaisa reserves the right to terminate the link with a specific Acquiring Bank forthwith by giving notice, in the event that the Acquiring Bank terminates its arrangement with SabPaisa.
    6. It is further clarified, agreed and understood between the Parties that in case of the Client opting for Subscription Services, in case a duration of 1 (One) year has lapsed OR the funds of subscription plan have lapsed (whichever comes first), the Client will be notified of the same with the option to extend validity / addition of funds to the plan. However, in case of no response, the Client shall be converted to a SME merchant and the rules, guidelines, policies and implications of the same shall be deemed applicable accordingly.

  3. Payment to the Client
    1. In consideration of the Services provided by SabPaisa, SabPaisa shall collect Transaction charges additional along with Tax / Transaction Charges as agreed upon by the parties.
    2. Subject to the other provisions hereof, SabPaisa shall endeavour to make payment of Customer Charge less the Transaction Discount Rate and other charges as agreed upon by the parties, to the Client within 2 (Two) business days upon receipt of the same from the Acquiring Bank. Provided, however, that, the Transaction Discount Rate may be revised periodically as mutually agreed by the Client and SabPaisa.
    3. The Client agrees that the Facility Providers and/or the Acquiring Banks reserve the rights to call for Dispatch Proof at any time and the Client agrees to comply with such requests forthwith.
    4. Dispatch Proof shall be maintained by the Client for a period of at least one (1) year from the date of delivery and shall be open to inspection by SabPaisa, the Facility Providers, and the Acquiring Banks at all times.
    5. The Client shall bear and be responsible and liable for the payment of all relevant taxes (including any applicable withholding taxes) in relation to the payments made under this Agreement.
    6. SabPaisa reserves the right to set-off any amounts by way of:
      1. Debit to your Settlement Account and/or
      2. Deduct and set off from settlement funds due to you; and/or
      3. Invoice/raise a debit note to recover from you separately, for any of the following amounts:
        1. Funds credited to your account in error;
        2. The amount of any refunds issued (if not already deducted from sums paid by us to you);
        3. Invalid transactions (including Charge backs and our related losses);
        4. Transaction Discount Rate (TDR) and any other fees or charges set out in your Application;
        5. Fees or penalties or fines imposed by the Card Schemes and any other regulatory / competent authority resulting from card associations and/or banks or your Chargebacks or from required compliances and / or violation of applicable Rules and Regulations or your acts or omissions;
        6. Government charges; and
        7. Any other amounts then due from you to us, arising out of or in relation to the terms of the Agreements; deducted by the Acquiring Banks or Facility Providers due to a valid Charge Back request raised by the Customer, before making payment of the Customer Charge, provided that, the Charge Back request is not resolved within 7 days.
        8. Proof of Dispatch is not provided by the Client within 2 working days of request
        9. In case of Refund or Chargeback event mentioned in this agreement
    7. The Client agrees that upon depletion of 80% of the prepaid subscription amount, a prompt shall reach the client, however, upon failure of the client to recharge prior to depletion of the 100% subscription amount, SabPaisa reserves the right to convert the subscription plan to SME Plan for Merchant Discount Rate.
    8. Payment will happen only for transactions for which the funds have been received in the SabPaisa account by the service providers.

  4. Covenants of the Client
    1. In consideration of SabPaisa providing the Payment Gateway Services, the Client hereby declares, assures, undertakes and covenants as under:
    2. The Client shall duly fulfill all Transactions in accordance with the instructions of the Customers and as mutually decided between the Client and its Customers.
    3. The Client shall prior to accepting any instructions from the Customer ensure that appropriate instructions have been provided to the Customer in accordance with the requirements of applicable law and regulations, and appropriate disclosures/disclaimers are displayed conspicuously on the website of the Client in relation to the same.
    4. The Client shall comply with all applicable laws and regulations while offering the Products and Services to the Customers. The Client 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 Client avails the goods and/or services.
    5. The Client shall ensure to keep confidential all information submitted by the Customers on the Client’s website. The Client shall ensure that there are proper encryption and robust security measures to prevent any hacking of the information of the Customers. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. The Client shall use the Customer’s data only for the purpose of completing the Transaction for which it was furnished, and shall not sell or otherwise furnish such information to any third party.
    6. The Client agrees to put up such notices, disclaimers or warranties as may be requested by SabPaisa, the Facility Providers or the Acquiring Banks and the Client shall comply with the aforesaid requests forthwith.
    7. The Client 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.
    8. The Client shall take all precautions as may be feasible or as may be directed by SabPaisa, the Facility Providers and the Acquiring Banks to ensure that there is no breach of security and that the integrity of the link between the Website and SabPaisa Site is maintained at all times during the term of this Agreement.
    9. The Client agrees that SabPaisa reserves a right to suspend the Payment Gateway Services provided herein in event the Client fails to observe the aforesaid covenants.
    10. The Client shall permit the authorised representatives of SabPaisa, the Facility Providers and the Acquiring Banks to carry out physical inspections of the place(s) of business of the Client by giving reasonable prior notice to the Client to verify whether the Client is in compliance with its obligations hereunder.
    11. The Client shall provide a reasonable level of service support to the Customers. Such support shall include appropriate notice to Customers of means of contacting the Client in the event the Customer has questions regarding the nature or quality of the Products or Services and the procedures for resolving disputes.
    12. All risks associated with the Delivery of the Products or Services shall be solely that of the Client. Any and all disputes regarding quality, merchantability, non-delivery and delay in delivery of the Products or Services or otherwise will be resolved directly between the Client and the Customer without making SabPaisa, the Facility Providers and the Acquiring Banks a party to such disputes.
    13. Client will be issued the live credentials for transaction through online payment modes immediately after signing the agreement and completion of the integration.
    14. Client will have the option to start transactions with the provided Live Credentials. In case Client commences the transactions, the Client will be given 7 calendar days (TAT) time to complete the KYC or get a clearance from the SabPaisa compliance team. No settlement will be done into the Client’s account till the KYC of the Client has been done successfully.
    15. Any Client who is submitting Udayam Aadhaar ID as a Know-Your-Customer proof document shall not be required to submit its GSTIN and GST registration as a Know-Your-Customer proof document, so long as the turnover of the Client is below the required mandate as per the GST guidelines, notifications, and applicable statutes.
    16. If the KYC is not completed within the above defined TAT or clearance from compliance, a further extension of 5 calendar days can be obtained by the Client. However, this extension request should be submitted in the Merchant letterhead mentioning the proper reason for seeking an extension.
    17. If the KYC is not completed within the extension time period or the Client does not seek any extension, the collected money will be promptly initiated for refund to the payer after deduction of the transaction charges.
    18. SabPaisa won’t be responsible for any loss suffered by the Client due to this refund/reversal to the payers.
    19. The Client will ensure it has a clearly defined and statutorily compliant return policy duly communicated to its payers/customers.
    20. The Client to have a clear grievance redressal mechanism in place for its payers/customers, with a well-defined turnaround time.
    21. The Client authorizes SabPaisa to share transaction and settlement data and other Customer information generated in the payment gateway with the Referrer Company.

  5. Use of Intellectual Property Rights and Protection of Software Application
    1. The Client hereby grants to SabPaisa and the Acquiring Banks a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and logos of the Client solely in connection with the marketing of the Payment Gateway Services to the public. The Client hereby confirms that the Client has the requisite right to use the said marks and logos and to grant permission to use the same by SabPaisa and Acquiring Bank as stated above. The Client shall retain all intellectual property rights in such marks.
    2. The Client shall prominently display, on the Website and in other online marketing materials if so requested, a statement/logo/image provided and approved by SabPaisa relating to the Payment Gateway Services.
    3. Nothing contained herein shall authorise the Client to use or in any manner exploit the intellectual property rights of SabPaisa, Facility Providers or the Acquiring Bank without prior written consent of SabPaisa, the Facility Providers or the Acquiring Bank and the usage shall be in compliance with the such approval and policies as may be notified from time to time by the respective entities. The Client undertakes not to infringe the intellectual property rights of SabPaisa in the Software Application, whether directly or indirectly through any third party.
    4. The Client warrants that the Client shall use the Software Application only for the purposes of availing the Payment Gateway Services. The Client, its employees or its agents shall not use the Software Application, in any form whatsoever, so as to design, realize, distribute or market a similar or equivalent software program. The Client, its employees or its agents shall not adapt, modify, transform or rearrange the Software Application for any reason whatsoever, including for the purpose, among other things, of creating a new software program or a derivative software program. In particular, but without limitation, the Client undertakes, not to allow unauthorised use of or access to the Software Application and not to disassemble, reverse engineer, decompile, decode or attempt to decode the Software Application, or allow the Software Application to be disassembled, reverse engineered, decompiled or decoded, or to in any way override or break down any protection system integrated into the Software Application.
    5. The Client fully understands that due to access of the Customers to the Website, SabPaisa may create or generate database in respect of such Customers.

  6. Indemnity
    1. The Client hereby undertakes and agrees to indemnify SabPaisa, Facility Providers and Acquiring Banks and hold SabPaisa, Facility Providers and Acquiring Banks harmless and keep SabPaisa, Facility Providers and Acquiring Banks including their officers, directors and agents at all times fully indemnified and held harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, 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 Client of any of its undertakings, warranties, covenants, declarations or obligations here under; or
  2. Any claim or proceeding brought by the Customer or any other person against SabPaisa, the Facility Providers and the Acquiring Banks in respect of deficiency in the provision of Products and Service to its Customers; or
  3. Any negligent act or omission or default or misconduct or fraud of the Client or its agents or Customers, or
  4. Any hacking or lapse in security in the Website or the Customer data; or
  5. Any act, deed, omission or non-performance on the part of the Client or its Customers.
    1. The indemnities provided herein shall survive the termination of this Agreement.
    2. Notwithstanding anything contained in the agreement the aggregate liability of Master Merchant under this Agreement to Sub Merchant shall not exceed the 1 month of total consideration/fees received from Sub Merchant under this Agreement.

7. Customer Grievance Redressal

    1. Grievance Reporting
      1. The Merchant shall provide clear and accessible channels (such as email, phone, or a dedicated support page) for customers to report grievances or disputes related to transactions facilitated by the Payment Aggregator.
      2. The Merchant agrees to promptly acknowledge and further inform SabPaisa as regards the customer complaints within 24 hours of receiving such complaints.
    2. Grievance Resolution Process
      1. SabPaisa shall review the complaint and take necessary actions to resolve the issue in a timely and efficient manner, ensuring compliance with applicable laws and payment processing regulations.
      2. In the event of a chargeback or customer-initiated payment dispute, the Merchant shall cooperate with the Payment Aggregator by providing necessary documentation and details to facilitate the investigation and resolution.
    3. Resolution Timeframe
      1. SabPaisa shall resolve customer grievances, including refund requests, within 30 business days from the initial grievance submission date, unless the dispute requires further investigation. SabPaisa reserves the right to extend resolution period beyond 30 days, due to unforeseen circumstances or any such other issue which maybe beyond SabPaisa’s control.
    4. Escalation Process
      1. If the grievance is not resolved to the satisfaction of the customer within the Merchant’s designated resolution time, the customer shall be informed of the escalation procedure.
      2.  The Client shall maintain a grievance redressal matrix with defined escalation levels and contact details. This matrix shall be shared with SabPaisa and made available on the Client’s website
    5. Compliance with Laws
      1. The Merchant agrees to comply with all applicable consumer protection laws, including data privacy regulations, while handling customer grievances.
      2. SabPaisa agrees to adhere to applicable regulations governing payment processing, ensuring that customers are not unduly affected by technical or financial discrepancies.
  1.  

8. Confidentiality

    1. The Client and SabPaisa agree to keep in confidence and not disclose to others all knowledge, information and data furnished and claimed by either to be proprietary, provided such information is given in writing or, if oral, is reduced to writing within thirty (30) days and such writing is marked to indicate the claims of ownership and/or secrecy. The Client and SabPaisa agree that they shall not use, nor reproduce for use in any way, any proprietary information of the other except in furtherance of the relationship set forth herein. The Client and SabPaisa agree to protect the proprietary information of the other 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.
    2. Exception: The aforesaid shall not be applicable and shall impose no obligation on Client and SabPaisa with respect to any portion of confidential information which:
  1. Was at the time received or which thereafter becomes, through no act or failure on the part of Client and SabPaisa, generally known or available to the public;
  2. Is known to Client and SabPaisa at the time of receiving such information as evidenced by documentation then rightfully in the possession of either Client or SabPaisa;
  3. Is furnished to others by Client or SabPaisa without restriction of disclosure;
  4. Is thereafter rightfully furnished to Client or SabPaisa by a third party without restriction by the third party on disclosure; or
  5. Has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure: provided. However, that the Client or SabPaisa shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.
    1. The covenants of confidentiality set forth herein shall survive and continue and be maintained from the date of execution of this Agreement until one (1) year after termination of this Agreement.

9. Force Majeure
SabPaisa and the Client shall not be liable for their failure to perform their respective obligations under this Agreement as a result of any Force Majeure event. For the purpose of this clause, Force Majeure Event shall include acts of god, fire, wars, pandemic, epidemic, sabotage, civil unrest, labour unrest, action of statutory authorities or local or central governments, change in laws, rules and regulations and failure to perform duties and obligations on the part of Acquiring Banks and Facility Providers.

The affected Party shall notify the other Party in writing within five (5) business days of the occurrence of a Force Majeure event.

10. Disclaimer

    1. The Client acknowledges that the Payment Gateway Services may not be uninterrupted or error free or virus free and SabPaisa 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. The Client also acknowledges that the arrangement between one or more Acquiring Banks and SabPaisa or between one or more Facility Providers and SabPaisa may terminate at any time and services by such Facility Providers and Acquiring Banks may be withdrawn. SabPaisa shall not be liable to the Client 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 Payment Gateway Services; interruption or stoppage of SabPaisa’s website; non-availability of connectivity between the Client’s website and SabPaisa’s website etc. SabPaisa does not warrant that SabPaisa Site and services, the Facility Providers facilities and the Acquiring Bank’s Payment Mechanism will be provided uninterrupted or free from errors or it is free from any virus or other malicious, destructive or corrupting code, program or macro.
    2. SabPaisa’s sole obligation and the Client’s sole and exclusive remedy in the event of interruption in the Payment Gateway Services shall be to use all reasonable endeavors to restore the said services as soon as reasonably possible.

11. General Provisions

    1. No failure or delay by either Client or SabPaisa in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. All electronic communications, including email and secure portal messages, shall be considered valid forms of notice under this Agreement.
    2. Unless otherwise provided herein, all notices or other communications under or in connection with this Agreement shall be given in writing and may be sent by personal delivery or post or courier or facsimile to the addresses as mentioned by the Client and SabPaisa hereunder. Any such notice or other communication will be deemed to be effective if sent by personal delivery, when delivered, if sent by post, two days after being deposited in the post and if sent by courier, one day after being deposited with the courier, and if sent by facsimile, when sent (on receipt of a confirmation to the correct facsimile number).
    3. Neither Client nor SabPaisa may assign, in whole or in part, the benefits or obligations of this Agreement to any other person without the prior written consent of the other, such consent not to be unreasonably withheld. Provided that SabPaisa may assign any of its obligations hereunder to any of its affiliates without the prior consent of the Client. For the purposes of this clause, “Affiliates” of SabPaisa shall mean and include:
      1. Any company which is the holding company or subsidiary of SabPaisa, or
      2. A person under the control of or under common control with SabPaisa,
      3. Any person, of which, SabPaisa has a direct or beneficial interest or control of 26% or more, of the voting securities, or
    4. The Client and SabPaisa agree that each one of them is an independent entity and nothing hereunder shall make them partners, employees, agents or representatives of one another. Neither Client nor SabPaisa shall make any representation that suggests otherwise.

The Client fully understands that SabPaisa shall provide Payment Gateway Services hereunder to the Client strictly on a non-exclusive basis and therefore nothing contained herein shall prohibit SabPaisa from furnishing similar services to others, including competitors of the Client.

CHARGEBACK

SabPaisa Rights for Chargebacks: For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or from Merchants Settlement Amount and/or Reserve. If we reasonably believe that a Chargeback is likely with respect to some transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a Customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation or Card Association Rules by which the Customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us with respect to the collection of all Outstanding Amounts unpaid by you.

Excessive Chargebacks: If we determine that you are incurring an excessive amount of Chargebacks, SabPaisa may establish controls or conditions governing the Transactions contemplated under this Agreement, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Services.

Contesting Disputed Transactions: In the event of a Chargeback dispute relating to a Transaction contemplated under this Agreement (“Disputed Transaction”), on any grounds whatsoever, SabPaisa shall forthwith notify you of the same. On such notification you shall conduct an internal review of such matter and shall within 3 (three) days from receipt of notice, revert to SabPaisa in writing either:

Requesting SabPaisa to refund the Customer Charge Amount received by it in respect of such Transaction; or

Providing SabPaisa with a statement explaining how the Disputed Transaction is not warranted together with all documentary evidence in support of contesting such Disputed Transaction (proof of delivery of services/product).

In the event that you: (a) provide a Refund Request to SabPaisa; or (b) fail to provide Refund Request and fail to contest such Disputed Transaction within the aforesaid period or contests Disputed Transaction without providing supporting documentation to the satisfaction of SabPaisa, Acquiring Banks, Card Association and/or Issuing Institution, SabPaisa shall be entitled to recover the Refund Monies from Settlement Amount subsequently made to the Nodal Account. In the event that SabPaisa is unable to recover the Refund Monies as aforesaid, due to the Settlement Amount credited to the Nodal Account being lower than the Refund Monies, SabPaisa shall deduct the remaining Refund Monies from the Reserve (if any) or set-off the remaining Refund Monies against the future Settlement Amounts payables to you and refund the same to the Customer. You shall be liable to make payment of the Refund Monies or part thereof which has not been recovered by SabPaisa forthwith.

It is hereby agreed and acknowledged by the Parties that the Service Fees charged by SabPaisa in respect of a Transaction that has been confirmed shall not be refunded or repaid by SabPaisa to you or any other person irrespective of the Customer Charge being rejected, chargeback, refunded or disputed.

SabPaisa shall provide a final resolution on contested chargebacks within fifteen (15) business days, subject to applicable card network timelines. If unresolved, the matter may be escalated to arbitration as per Clause 14.

Recovery of Chargeback Processing Fee: SabPaisa shall be entitled and Merchant hereby authorizes SabPaisa to recover Chargeback processing fee of Rs 100 plus GST for all chargeback initiated by payers irrespective of the chargeback is honored or rejected. This is towards fee levied by VISA, MasterCard, NPCI or any other card Association/Service Providing Banks/organization/ Government.

FRAUDULENT TRANSACTIONS

If SabPaisa is informed by Service Providing Banks or facility providers, that their customer has reported an unauthorized debit into its account and has reported the transaction as fraud or illegitimate, then SabPaisa shall be entitled to and the Client agrees that SabPaisa will suspend the settlement of the amount associated with fraud reported during the inquiry and/or investigation by the Bank and/or facility provider which may be up to the applicable chargeback period.

If the Fraudulent Transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions of the chargeback.

If the amount in respect of the Fraudulent Transaction has already been settled to the Client pursuant to the terms of this Agreement, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI’s notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI’s notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time.

SUSPICIOUS & HIGH VALUE ALERT REPORTINGS

If SabPaisa is informed by Service Providing Banks or facility providers, VISA/Master or NPCI, that their customer/their system have reported Suspicious transactions debit into its account or reports a high value alerts and reports as likely fraud or illegitimate transactions, then SabPaisa shall be entitled to and the Client agrees that SabPaisa will suspend the settlement of the amount associated with such reporting during the inquiry and/or investigation by the Bank and/or facility provider or other authorities which may be up to the applicable chargeback period or maximum up to 180 days.

If these reported transactions result in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions of the chargeback.

If the amount in respect of such reported transaction has already been settled to the Client pursuant to the terms of this Agreement, any dispute arising in relation to the said suspicious and high value transaction, following settlement, shall be resolved in accordance with the RBI’s notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI’s notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time.

ROLLING RESERVE MAINTENANCE

The Merchant agrees and confirms that SabPaisa shall maintain a ‘Rolling Reserve Account’ a non-interest bearing chargeback reserve account (the “Reserve Account”). This account shall be maintained as SabPaisa suspects Merchant’s transaction is or perhaps will create liabilities for refunds, chargeback or other such fines that will be owed to SabPaisa by Merchant and SabPaisa determines, in its sole but reasonable consideration, such obligations may not be collectible from Merchant in a timely manner without such Reserve Account being established. Though all the chargebacks will be deducted from Merchant’s daily settlement, it will be accumulated daily for up to 30 days. The Rolling reserve will be released daily on a first in first out (FIFO) basis. It is not released if there are no current transactions. Any amount lying in the Reserve Account will only be returned on discontinuation of the Merchant’s business with SabPaisa, once the chargeback period is over. The amount to be returned will be arrived at after deducting any chargebacks/refunds/penalties or any other liabilities attributable to the Merchant, which has not been earlier deducted from the Merchant. The Rolling reserve can be reviewed and an additional percentage of transactional amount can be arrived at depending on the increase in business and or chargebacks. The initial reserve percentage shall not exceed 10% of daily transaction volume unless otherwise agreed in writing. Any change in reserve percentage shall be communicated with at least seven (7) days’ prior notice.

OVERVIEW

By signing the Application, you offer to receive and, subject to acceptance of your offer (by the commencement of provision of the services to you) and you paying the relevant fees, you agree with SRS Live Technologies Pvt Ltd to receive payment processing facilities and services through it’s payment gateway; herein referred as “SabPaisa”; on the terms set out in the Agreement. The ‘Services’ and ‘Fees’ section of the Agreement indicate the types of payments and services you have offered to receive. This arrangement under the Agreement is made when the Services commence to be provided by us.

  1. SabPaisa is, inter alia, engaged in the business of offering e-commerce services, which include payment and accepting instructions through the internet in respect of payments to be made by the Customers (as defined in the Schedule) for various products and services.
  2. The Client is a valid legal entity to do business in India. It collects amount from customers for sale of products and/or services through facility of Net banking and collection of credit/debit cards.
  3. M/s SabPaisa has entered into agreements with various banks and financial institutions (“Acquiring Banks”) to offer various facilities through the internet, over the counter and RTGS/NEFT, including net banking facilities and providing authorization (from third party clearing house networks) and settlement facilities in respect of payment instructions initiated by the Customers on certain websites of various different client using valid credit card/debit card’/online banking account/IFSC. These facilities will be hereinafter be referred to as the “Net Banking Facilities” and/or “Acquiring Bank’s Services”.
  4. The Client has requested SabPaisa to provide linkage of the software of SabPaisa with the Website of the Client in order to enable the Customers of the Client to pay online (online payment) through the Customer Account for the Products and Services rendered to them by the Client (“Payment Gateway Services”).